Directors’ Report - TAKE · PDF fileDirectors’ Report ... Companies Act, 2013 and...

Directors’ ReportManagement’s Discussion & AnalysisCorporate Governance ReportCertificate on Corporate GovernanceSecretarial Audit ReportCONSOLIDATED FINANCIALSIndependent Auditors’ ReportBalance SheetStatement of Profit and LossCash Flow StatementNotes forming part of Consolidated Financial Statements

STANDALONE FINANCIALSIndependent Auditors’ Report on Abridged Financial Statements

Independent Auditors’ ReportAbridged Balance SheetAbridged Profit and LossAbridged Cash Flow StatementNotes forming part of Abridged Financial Statements

Statement Under Sec 212 (8)

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17TAKE Solutions Limited16 TAKE Solutions Limited

DIRECTORS’ REPORTthe approval of the shareholders at the ensuing Annual General

Meeting. The total dividend including Interim Dividends for the

Financial Year amounts to ̀ 1 /-per Equity Share (100 %).

The total cash outflow on account of Equity Dividend (inclusive of

interim dividends already paid), and Dividend Tax amounts to

` 140.43 Mn.

The Register of Members and Share Transfer books will remain

closed from September 13, 2014 to September 19, 2014 (both days

inclusive). The Annual General Meeting has been scheduled on

September 19, 2014.

Pursuant to the provisions of Investor Education and Protection

Fund (Uploading of information regarding unpaid and unclaimed

amounts lying with companies) Rules, 2012, the Company has

uploaded the details of unpaid and unclaimed amounts lying with

the Company as on September 06, 2013 (date of last Annual

General Meeting) on the website of the Company

(www.takesolutions.com), as also on the Ministry of Corporate

Affairs website.

Abridged AccountsSEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated

26.4.2007 allowed Listed Companies to send Abridged

Annual Report to the shareholders in line with the requirement

stipulated under Section 219 (1)(b)(iv) of the Companies Act, 1956.

Accordingly, an Abridged Balance Sheet is sent to the shareholders

of the Company. Any shareholder interested in having a copy of the

complete and full Balance Sheet and Statement of Profit & Loss, may

write to the Company Secretary at the Registered Office of the

Company. The detailed Balance Sheet and Profit & Loss Account will

also be available for inspection at the Registered Office of the

Company during working hours of the Company and also in the

website of the Company (www.takesolutions.com).

Green Initiative in Corporate GovernanceIn terms of provisions of Section 101 and Section 136 of the

Companies Act, 2013 and Rules made there-under, Shareholders

who have opted to receive the Notice convening the general

meetings, Financial Statements, Directors' Report, Auditors Report

etc. in electronic form, by registering their e-mail addresses with the

Company or whose e-mail addresses are made available to the

Company by the Depositories, are being sent with such documents

in the electronic form. These documents are also made available on

the website of the Company viz., www.takesolutions.com. Your

Company would like to continue the green initiative further and

request all the shareholders to opt for electronic documents.

Holding companyTAKE Solutions Pte Ltd, Singapore, the Holding Company continues

to retain substantial equity in your Company and the present Equity

Holding is 57.89%.

Overseas & Indian Subsidiaries

Subsidiaries

1. TAKE Solutions Global Holdings Pte Ltd, Singapore

2. TAKE Business Cloud Private Limited, India

3. APA Engineering Private Limited, India

Partner in Limited Liability Partnership

1. TAKE Solutions Global LLP, India

Your Directors have pleasure in presenting the THIRTEENTH Annual

Report of the Company together with the Audited Accounts for the

year ended March 31, 2014.

Financial HighlightsI. Consolidated Financial highlights of the Company and

its Subsidiaries

Business PerformancesThe consolidated revenue of the Company for the year ended March

31, 2014 stood at ` 8,216.91 Mn, as against the previous year’s

revenue of ̀ 8,386.16 Mn. The consolidated Net Profit for the fiscal

year ended March 31, 2014 stood at ` 580.00 Mn as against the

previous year’s consolidated Net Profit of ̀ 794.70 Mn.

II. Standalone Financial highlights of the Company

For the financial year ended March 31, 2014 your Company’s gross

income was ` 482.03 Mn. The net profit for the financial year was

` 171.10 Mn.

Dividend stYour Directors had declared 1 Interim Dividend of ` 0.30/- per

Equity Share (30%) at the meeting of the Board of Directors of the ndCompany held on November 11, 2013 and 2 Interim Dividend of

` 0.30/- per Equity Share (30%) at the meeting of the Board of

Directors of the Company held on January 31, 2014. The said

Interim Dividends were paid on December 3, 2013 and February 15,

2014 respectively. Your Directors are now pleased to recommend a

final Equity Dividend of ` 0.40/- per Equity Share (40%), subject to

(` in Million except per share data)

Year ended March 31

Total Income

Total Expenses

EBITDA

Depreciation & Amortization

Profit / (Loss) Before Int & Tax

Finance Cost

Provision for Taxation

Minority Interest

Profit / (Loss) After Tax

(after Minority Interest)

Earnings Per Share

Equity Shares (in numbers)

2014

8,216.91

6,682.81

1,534.10

768.84

765.26

137.69

9.98

37.59

580.00

4.83

120,000,000

2013

8 386.16

6,705.65

1,680.51

463.75

1,216.76

143.83

181.88

96.35

794.70

6.62

120,000,000

,

(` in Million except per share data)

Year ended March 31

Total Income

Total Expenses

EBITDA


Profit / (Loss) Before Int & Tax

Finance Costs

Provision for Taxation

Profit / (Loss) After Tax

Earnings Per Share

Equity Shares (in numbers)

2014

482.03

224.34

257.69

53.80

203.89

23.36

9.43

171.10

1.43

120,000,000

2013

706.93

237.00

469.93

45.88

424.05

41.09

16.52

366.44

3.05

120,000,000

DIRECTORS’ REPORTwith all the applicable provisions of the Companies Act, 1956,

Listing Agreements with the Stock Exchanges, Depositories Act,

1996, SEBI (Substantial Acquisition of Shares and Takeovers)

Regulation, 2011, SEBI (Prohibition of Insider trading) Regulations,

1992 and all other guidelines and regulations of the Securities and

Exchange Board of India (SEBI).

Management's Discussion and Analysis

ReportManagement's Discussion and Analysis Report for the year under

review, as per the provisions of Clause 49 of the Listing Agreement

with the Stock Exchanges is presented separately, which forms part

of the Annual Report.

Directors

Directors' retiring by rotation

Mr. D. V. Ravi and Mr. N. S. Nanda Kishore, Directors of the Company

are liable to retire by rotation at the ensuing Annual General

Meeting and being eligible, offer themselves for re-appointment.

Independent Directors' appointment

Mr. N. Kumar, Mr. S. Krishnamurthy, Mr. D. A. Prasanna, Prof. G.

Raghuram,Mr. N. Rangachary and Mr. R. Sundara Rajan are being

appointed as Independent Directors' for a term of five years w.e.f.

April 1, 2014. The Company has received a Notice under Section

160 of Companies Act, 2013 from the Members proposing their

candidature. Members' approval for their appointment as

Independent Directors' has been sought in the Notice convening the

Annual General Meeting of the Company.

A brief note on Directors retiring by rotation and eligible for re-

appointment as well as Independent Directors is furnished in the

Report on Corporate Governance.

Fixed DepositsDuring the year under review, the Company has not accepted any

deposit under Section 58A of the Companies Act, 1956, read with

Companies (Acceptance of Deposits) Rules, 1975.

AuditorsThe Auditors of the Company, M/s. Sundar Srini & Sridhar, Chartered

Accountants, retire as the Auditors of the Company at conclusion of

the ensuing Annual General Meeting and being eligible, offers

themselves for re-appointment to hold the office from the thconclusion of this 13 Annual General Meeting until the conclusion

thof the 16 Annual General Meeting, subject to ratification by the

shareholders annually in accordance with the provisions of Section

139 and other applicable provisions of the Companies Act, 2013.

The Company has received a certificate from the Auditor to the

effect that the appointment, if made would be within the limits

prescribed under Section 141(g) of the Companies Act, 2013.

Internal AuditDuring the financial year, your Company had engaged the services

of M/s KPMG India Private Limited, Chennai and M/s G.D. Apte,

Chartered Accountants, Pune as Internal Auditors to carry out

internal audit on a regular basis. The reports of the internal auditors

along with comments from the management are placed for review

before the Audit Committee. The Audit Committee also scrutinizes

the audit plan and the adequacy of the internal audits.

Subsidiaries (held indirectly)

1. TAKE Solutions Inc., U.S.A

2. Applied Clinical Intelligence LLC., U.S.A

3. TAKE Enterprises Services Inc., U.S.A

4. TAKE Intellectual Properties Management Inc., U.S.A

5. TAKE Supply ChainDeMexicoS De RI De CV., Mexico

6. TAKE Solutions Information Systems Pte Ltd., Singapore

7. TAKE Global Limited., UK

8. WCI Consulting Limited., UK

9. WCI Consulting Limited., U.S.A

10. TOWELL TAKE Investments LLC., Oman

11. TOWELL TAKE Solutions LLC., Oman

12. TAKE Solutions MEA Ltd., UAE

13. Mirnah Technologies Systems Limited., Saudi Arabia

14. RPC Power India Private Limited., India (by virtue of control over

composition of Board of Directors)

15. Million Star Technologies Ltd., Mauritius

16. TAKE 10 Solutions Private Limited., India

During the financial year, the entire investment in a step down

subsidiary viz; CMNK Computer Systems Pte Ltd., Singapore was

divested and another step down subsidiary in UK namely WCI

Consulting Group Ltd was wound up.

Consolidated Financial StatementsThe Consolidated Financial Statements have been prepared in

accordance with the requirements of Accounting Standard (AS) 21,

and as prescribed by the Central Government under Section

211(3C) of the Companies Act, 1956 and other recognized

accounting practices and policies.

Subsidiary AccountsthIn accordance with the General Circular No.2/2011 dt. 8 February,

2011 issued by the Ministry of Corporate Affairs, Government of

India, the Balance Sheet, Statement of Profit & Loss and other

documents of the Subsidiary Companies are not being attached

with the Balance Sheet of the Company. The Consolidated Balance Sheet of the Company shall include the financial information for

each subsidiary. The audited accounts of the subsidiary companies

are also kept for inspection by any member at the Company's

Registered Office and copies will be made available on request to the

members.

However, as required, the financial data of the subsidiaries have

been furnished under “Details of Subsidiaries” forming part of the

Annual Report.

Corporate GovernanceThe Company adheres to the Code of Corporate Governance as set

out by the Securities and Exchange Board of India (SEBI). In line with

that, a report on Corporate Governance, along with a certificate

from the Statutory Auditors has been included in the Annual Report,

detailing the compliances of corporate governance norms as

enumerated in Clause 49 of the Listing Agreement with the Stock

Exchanges

Secretarial AuditAs a measure of good corporate governance practice, the Company

appointed Mr. M. Alagar, Practicing Company Secretary, to conduct

Secretarial Audit. The Secretarial Audit Report for the financial year

ended March 31, 2014 is provided in the Annual Report. The

Secretarial Audit Report confirms that the Company is in compliance


During the current financial year, stock options under ESOP 2007

have not been granted. Further, the Company has already

recognized employee's compensation cost over the vesting period,

using intrinsic value of option for the stock options granted on April

02, 2008 and May 26, 2008. Also, the difference between intrinsic

value and fair value of the options were disclosed in the Directors'

Report during the corresponding period. Hence, disclosure

pertaining to the difference between intrinsic value and fair value of

the option is not applicable for the financial year 2013-14.

Details of ESOP Granted as on March 31, 2014In terms of Clause 12.1 of the Securities and Exchange Board of

India (Employee Stock Options Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999, details of options granted

under the Employee Stock Option Scheme - 2007 are given below:

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956

read with the Companies (Particulars of Employees) Rules, 1975

regarding the name and other particulars of employees are required

to be set out in the annexure to this report. However, none of the

employee comes under the purview of Section 217 (2A). Therefore,

the disclosures required to be made under section 217 (2A) of the

Companies Act, 1956 and the rules made there under are not

applicable.

Employee Stock Options Scheme In accordance with the SEBI (Employees Stock Options Scheme and

Employees Stock Purchase Scheme) Guidelines, 1999, the excess of

the market price of the underlying Equity Shares as of date of the

grant over the exercise price of the option, including upfront

payments, if any, is to be recognized and amortized on a straight line

basis over the vesting period.

Sl.No ESOS 2007 Tranche 1 Tranche 2

01

02

03

04

05

06

07

08

09

10

11

12

13

Grant Date

Options granted and outstanding at the beginning of the year

Grant Price – `

Options vested during the Financial Year

Options Exercised

Money realized on exercise of option

Total number of shares arising as a result of exercise of options

Options Lapsed / Surrendered

Options granted and outstanding at the end of the year of which

Option vested

Option yet to vest

Variation of terms of options

Grant to Senior Management

Employees receiving 5% + of the total number of options granted during the year

Employees granted options equal to or exceeding 1% of the issued capital

April 02, 2008

175,500

73 per share/option

Nil

Nil

Nil

Nil

17,000

158,500

Nil

Nil

Nil

Nil

Nil

May 26, 2008

47,500

73 per share/option

Nil

Nil

Nil

Nil

Nil

47,500

Nil

Nil

Nil

Nil

Nil

that are reasonable and prudent so as to give a true and fair view

of the state of affairs of the Company at the end of the financial

year and of the profit of the Company for that year.

3. That the Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 1956, for

safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a

going concern basis.

AcknowledgementYour Directors take this opportunity to express gratitude to all

investors, clients, vendors, bankers, Regulatory and Government

authorities, Reserve Bank of India, Stock Exchanges and business

associates for their co-operation, encouragement and continued

support extended to the Company. Your Directors also wish to place

on record their appreciation to the employees for their continuing

support and unstinting efforts in ensuring an excellent all round

operational performances at all levels during the year.

Conservation of energy, research and

development, technology absorption, foreign

exchange earnings and outgoThere are no particulars to be disclosed under Companies

(Disclosures of Particulars in Report of Board of Directors) Rules,

1988 in regard to conservation of energy, technology absorption.

Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used

Forex Earned:

`103.96 Million (13-14) & for previous year ̀ 159.92 Million (12-13).

Forex Used:

` 22.63 Million (13-14) & for previous year ̀ 35.74 Million (12-13).

An amount of ` 70.86 Mn (` 113.37 Mn) was remitted during the

year in foreign currencies on account of payment of two interim

dividends for the financial year 2013-14 and final dividend for the

financial year 2012-13.

Directors' Responsibility StatementPursuant to the requirement under Section 217 (2AA) of the

Companies Act, 1956, it is hereby confirmed:

1. That in the preparation of the annual accounts, the relevant

applicable Accounting Standards have been followed and no

material departures have been made from the same.

2. That the Directors have selected such accounting policies and

applied them consistently and made judgments and estimates Place: Chennai

Date: May 20, 2014

By Order of the Board

Srinivasan H.R.

Managing Director

D.V. Ravi

Director

MANAGEMENT DISCUSSION & ANALYSIS

Offerings

The imperative to work together effectively as Pharmaceutical

Companies, suppliers, partners, regulators, has given rise to FIPNET,

the Fully Integrated Pharmaceutical Network. At TAKE Life Sciences,

we are investing with our clients to make elements of FIPNET work

today, with a clear view of how it all ultimately fits together.

In the Life Sciences domain, TAKE offers our customers a one-stop-

shop for all their clinical, regulatory, content management, business

intelligence and analytics, governance, risk and compliance needs in

the strategic consulting, technology solutions and business services

areas.

Clinical

Our Clinical Practice offerings include Clinical Data Management for

early stage studies using state of the art Electronic Data Capture

(EDC) systems, Biostatistics and SAS programming, and Clinical

Data Standardization, leading to clinical data integration. Our team

has a breadth of experience across a variety of therapeutic areas,

with a specialization in Oncology across several indications. We

cover all phases of clinical studies and provide support for pooling

and publication studies as well. Our flexible delivery model allows us

to leverage our own validated infrastructure, or utilize customer’s

infrastructure.

Our patented Clinical Data Standardization process accelerators

reduce processing time by 50% as compared to normal, this enables

sponsors to get the drugs out into the market that much quicker.

Thus, our Clinical Conversion Factory saves our customers time and

money, and ultimately makes life-saving drugs available in the

market quickly.

Additionally, we specialize in managing and facilitating

Endpoint Adjudication Committees (EAC) and Data Monitoring

Committees (DMC), with related data and advisory services, in

order to enhance trial integrity and prepare data for publication,

regulatory submission and approval.

The Management's Discussion and Analysis contains certain

“Forward-looking statements” concerning our future operations,

prospects, strategies, financial condition, future economic

performance (including growth and earnings), demand for our

products and services and other statements of our plan, beliefs,

expectations etc. These forward-looking statements generally can

be identified by words or phrases such as “Aim”, “Anticipate”,

”Believe” ,”Target”, ”Expect”, ”Estimate”, ”Intend”, “Objective”,

“Plan”, “Project”, “Shall”, “Will”, “Will continue”, “Will pursue”,

”Can”, “Could”, “May” ,”Should”,” Would” or other words or

phrases of similar import. Similarly, statements that describe our

objectives, plans or goals are also forward looking. These forwards

looking statements we make are not guarantees of future

performance and are subject to various assumptions, risks and other

factors that could cause actual results to differ materially from those

suggested by these forward looking statements. These factors

include among others, those set forth below. Forward looking

statements that we make or that are made by others on our behalf

are based on knowledge of our business and the environment in

which we operate. We cannot assure you that the results or

developments anticipated by us will be realized or, even if

substantially realized, that they would have the expected

consequences to or effects on us or on our business operations.

TAKE Solutions has offerings in both Life Sciences (LS) and Supply

Chain Management (SCM) domains. We are proud to say that the

breadth and depth of TAKE's offerings in both these spaces is

comprehensive and enables us to address real issues faced by our

customers.

Life Sciences

Global Industry Outlook

In 2013, according to IDC estimates, the worldwide IT outsourcing

Life Sciences services market was US$14 billion with strategic

consulting in the R&D space contributing almost US$1.4 billion to

the total market. When combined with BPO and strategic consulting

services, IDC Health Insights expects that the total IT services market

will continue to grow at double-digit rates over the next five years,

with an average annual growth rate of 12%. Strategic consulting

services cover the entire Life Sciences R&D value chain with offerings

ranging from drug discovery to clinical drug development to drug

safety to regulatory compliance and beyond. These services are

increasing and expanding in importance as the Life Sciences

companies transform themselves in pursuit of long-term

sustainability.

Life Sciences innovators are feeling the impact of rising costs and a

decline in forecasted sales revenues driven by an age of austerity and

the patent expirations of many blockbuster drugs. According to

Deloitte, the cost of developing an asset from discovery to

commercialization has increased by 18 %, from US$1,094 million in

2010 to US$1,290 million in 2013. Over the same time period, the

forecasted peak sales (highest-value sales in a single year) of an asset

have declined by over 40 %, down from US$ 816 million in 2010 to

US$ 466 million in 2013.

Over the near term the use of external services will continue to grow

as organizations seek to navigate through increasingly complex

global, regulatory and operational ecosystems. The Life Sciences

industry's on going pursuit of improved operational effectiveness

continues to be supported by advances in the industry's IT and

application vendor ecosystem.

Key Attributes of Service Providers• Deep, proven LS-specific capabilities

• Understanding of the LS business at both Company and

tactical levels

• Flexibility in resourcing on a global basis, including

availability of onshore/onsite for some needs

• The ability to effectively scale up engagements in a timely

fashion and minimize the on-going impact of attrition on

project efforts

• Practical understanding of when industry-agnostic

knowledge is appropriate to LS BPO engagements

• Strong referenceable clients

Source IDC Health Insights

FIPNETThe FIPNET (Fully Integrated Pharmaceutical Network) is a

business model, pharmaceutical companies may

outsource/contract extensively for services at any point(s) in

the value chain, providing access to complementary assets

outside the firm. This allows a company to maintain control of

the product development process and defer the point at

which they plug into the value chain.

DIRECTORS’ REPORT



Content ManagementOur Content Management practice helps our clients develop their

Content Management Strategy, as well as setup and maintain their

Content Management Solution. As many of our Life Science

customers use EMC's Documentum/CSC's FirsDoc as a content

management system, we have partnered with Generis to provide

implementation and support services for Generis' CARA product,

the market-leading user interface software for Documentum. This

strategic partnership will enable us to offer customers a proven,

cost-effective and highly flexible user interface option.

For FY15, we are looking expert support to be provided to customers

to develop and implement their Content Management Strategies.

We are also focused on building a cloud solution for hosting CARA

and Documentum. Another exciting area of interest is Structured

Content Authoring. We will establish a platform for topic-based

authoring which will allow business process analysis of authoring,

review and approval for labeling content within the US and EU for

SPL, US-PI, CP, MRP and DCP and national labeling.

Business Intelligence & AnalyticsOur Analytics and Business Intelligence & Analytics Practice

offers our customers Big Data Analytics with SAP-HANA

Business Intelligence Consulting, Pharmacovigilance Analytics and

Sales Force Analytics.

In partnership with SAP and HP, we offer our clients a fully-trained

and competent resource base on HANA, Hardoop and Predictive

Analytics. SAP's HANA, with its In-Memory computing capabilities

enables real-time analysis of high volumes of data. This results in

faster response times, which means a greater speed to insights.

Thus, our customers are able to reduce time and cost through better

trial design and execution, quickly and precisely analyse adverse

events and thus improve speed to market and patient safety.

For FY15, the focus will be on SAP-HANA and solutions around this

space.

Supply Chain

Global Market Outlook

In 2013, Supply Chain Management (SCM) continued to be a

key source of competitive advantage in driving business

growth objectives. Supply Chain investments kept their priority

status and moved forward even as IT budget decision makers

remained cautious. According to Gartner, the worldwide SCM

and procurement software market grew 7.3 % to US$ 8.9 billion in

2013.

Our SCM business is a function of global macro-economic trends,

technology spending and supply chain management market

growth. Although GDP in United States (US), our largest SCM

market, picked up in 2013 it was well below pre-2008 levels. The

prevailing uncertainty in the macro environment continues to affect

customers' and prospects' decisions regarding timing of strategic

capital expenditures. Delays with respect to such decisions are

having adverse impact on our business and may further intensify

competition in our already highly competitive markets.

Offerings

TAKE's Supply Chain clients are able to leverage our offerings in

Engineering Services, Enterprise Mobility and Trading-partner

collaboration to optimize their processes and streamline their

operations. Our global supply chain practice enables clients to

automate supply chain processes, track, trace & control at item

This year, we launched CMOnet, a benchmarking forum for leading

Chief Medical Officers to address topics within their remit, including

the definition of outcomes and real-world data. The insight gained

from this and other industry forums give us a unique perspective and

ability to guide our clients in their Clinical Data Warehouse

integration strategies.

Our focus for FY15 is to setup a Clinical Portal – a collaborative

platform for external information exchange between partners and

joint ventures. This portal would have real-time data feeding into

dashboards for KPIs such as site document compliance and patient

enrolment, as well as aggregate data from CTMS, CDMS and third

party apps.

RegulatoryOur Regulatory Practice offerings include Regulatory Strategy

Services, BPO Regulatory Publishing (including Submissions

Management and Artwork and Labelling Service Offerings) and

Regulatory Information Management. With our deep experience in

regulatory submissions operations, we have developed our own

Regulatory Information Management Analytics tools.

Our Regulatory Publishing team has produced over 26,000

submissions for clients in US, EU and India.This experience has also

given us a unique insight into the requirements of Regulatory

Information Management Systems. We help our clients formulate

RIM strategy, enabling technology and on-going support.

Our deep domain knowledge, years of technology experience and

our ability to work with a wide variety of technology solutions TM(including our own solution suite, PharmaReady ) enable us to

provide our clients with relevant strategies, flexible solutions and

pragmatic innovation to manage regulatory submissions.

We have also created an industry-wide forum RIM Roundtable

which offers Regulatory Professionals a common platform to share

experiences and ideate with experts in the field.

Our outlook for FY15 is very positive, with a strong pipeline for

Regulatory Publishing, Regulatory Information Management

Systems and RIM Roundtable.

Governance, Risk & ComplianceOur Governance, Risk & Compliance Practice offers our customers

the benefit of our years of experience in Pharmacovigilance. Our

offerings focus on Patient Safety, Risk Management, and Quality &

Compliance. In each aspect, we leverage our deep experience in the

PV domain.

TAKE has broad exposure to the real issues affecting Life Sciences

organisations and work hard to address them in the areas of: Patient

Safety, Medical Affairs, Benefit and Safety Risk Management,

Quality and Compliance, Labelling and Medical Governance. We

also have significant insight on best practices and rising trends

through their networks pvnet, pvconnect, labelnet, CMOnet and

RIM Roundtable.

TAKE has partnered with Sparta Systems, to market and provide

professional services for their TrackWise® EQMS in the Indian and

ASEAN markets. TrackWise® optimizes quality, ensures compliance

and reduces costs and risk for world-class clients across a range of

regulated industries-especially Life Sciences.

The outlook for FY15 is very strong for TrackWise® implementation

as well as TAKE's networks and strategic consulting.

MANAGEMENT DISCUSSION & ANALYSISTAKE's RoutePro is the leading route accounting application across

the Middle East today. Using a hand-held terminal, RoutePro

automates the van salesmen's daily activities as well as provides

data consolidation of the salesman's transactions. This results in

improved sales coverage and sales force effectiveness, reduction in

lost sales, mal-distribution, stock-out scenarios, enhanced demand

management of short shelf-life products and reduced total delivery

& inventory costs for our customers.

TAKE's Asset Management System (TAMS) is a web based n-tier

architecture solution to manage all the assets in an organization.

TAKE's Asset Management Systems (TAMS) complements the

existing backbone application in the organization for a

comprehensive inventory control, auditing and tracking of assets by

recording the various transactions during the life time of assets. The

key benefits to the customer are an improved ability to meet

regulatory/compliance demands for keeping track of the assets,

better design and control over the capital expense program,

Standardization of utility asset identification and information and

Standardization of processes involved in asset management.

Trading Partner Collaboration

TAKE's OneSCM® supply chain collaboration solution helps

companies collaborate smarter and execute faster by integrating

internal systems and external trading networks to allow data and

decision-making to flow quickly, seamlessly and confidently.

OneSCM® offers our customers the advantages of a single

collaboration console, scalable workflow automation and

ERP-agnostic flexible data integration. In the pipeline for FY15 is a

cloud version OneSCM® Enterprise, which allows customers to get

a more agile supply chain at an affordable monthly SaaS

subscription.

Financial Performance FY 2014

Result of Operations (Consolidated)

TAKE Solutions' Operating Revenue and Total Income registered a

de-growth of 2% in ` terms over FY 2013 Revenue. In constant

dollar terms, Operating Revenue registered a de-growth of 11.5%.

Our Revenues have grown at a Compound Annual Growth Rate

(CAGR) of 19% over the last 5 years, while EBITDA has grown at

14% during the same period.

level, extend mobility, mandate supplier compliance and streamline

material & shipment movement.

Engineering Services

TAKE offers our customers the best in breed of engineering services

and technology solutions.

Source Smart is a buyer-centric program where we complement

our customers' purchasing organization to source new products

and manage existing purchase cycles. Our services cover

Supplier Management, Inspections Services, Logistics Services and

Procurement Services.

Our technology team offers our customers in the American

Aftermarket Auto Industry a wide range of services like catalog

development, custom MIS applications, product management tools

and data management services.

TAKE's engineering services partners with our customers to

extend their in-house engineering teams to provide continuous

support and build high quality products. We offer a range of

engineering and design services to our global customers, aspiring

to realize their new product innovations and inventions

into a commercial product. We handle market study, benchmarking,

target setting, development of concepts & mechanisms,

feasibility studies, packaging, detailed design, CAD modeling, CAE

simulation, prototyping, testing and regulatory compliance.

Enterprise Mobility

In the space of enterprise mobility, TAKE along with our partners like

Cisco and Oracle offers our customers a wide variety of solutions to

meet their needs.

TAKE Solutions proprietary product GeminiSeries® delivers

extended inventory track, trace and control solutions within the four

walls for manufacturing and distribution companies, providing a

single source of traceability down to the item-level. By integrating

with our customers' Oracle ERP and providing real-time inventory

data from the shop floor to the shipping dock, Gemini provides

complete visibility into stocking levels and consumption for faster

and better decision-making across the enterprise.GeminiSeries®

offers solutions for receiving, inventory, manufacturing, shipping,

quality and labeling.

Particulars

Revenues

Other Income

TOTAL INCOME

Cost of Revenue

Administration and Other Expenses

Finance Expenses

Depreciation

Amortisation of Capitalised Software Costs

Total Expenditure

Profit Before Tax (PBT)

Provision For Tax

Minority Interest

Profit After Tax (PAT)

FY 2014

Amount (` Mn) % of Total Income

8,155

62

8,217

4,800

1,882

138

373

396

7,589

628

10

38

580

99%

1%

100%

58%

23%

2%

5%

5%

92%

8%

0%

0%

7%

FY 2013

Amount (` Mn) % of Total Income

8,320

66

8,386

4,895

1,811

144

222

241

7,313

1,073

182

96

795

99%

1%

100%

58%

22%

2%

3%

3%

87%

13%

2%

1%

9%

Current year’s comparative income statement is given below in tabular form:



Revenue Analysis

Revenue by Vertical

The financial year ended March 31, 2014 saw Revenues from Life Sciences grow by ` 180 Mn, a growth of 4.3% year-on-year and amounting to ` 4,326 Mn. TAKE has a Revenue CAGR from this vertical of 23% over the last 5 years. The vertical saw significant year-on-year growth in the US geography, with the overall performance a leading indicator of TAKE’s continuous strategic focus on domain strength in Life Sciences and strong customer relationships.

Supply Chain Management vertical, however registered revenues lower than the previous year by ` 306 Mn, from ` 3,549 Mn to ` 3,243 Mn, a de-growth of 8.6% growth year-on-year.

This is due to the impact of some strategic initiatives taken to re-focus our offerings in the Far East market, with an eye on growth and profitability. Over the last 5 years, the Supply Chain vertical has registered a CAGR in Revenue of 15%.

Revenue by Geography

Revenue from Asia-Pac shrunk by 7.1% during the year to ` 2,847 Mn from ` 3,063 Mn in FY 2013, subsequent to strategic initiatives, to discontinue businesses that were not aligned to the business orientation and focus on growth & profitability. In terms of percentage contribution to total revenue, Asia-Pac contributed 34.6% of the revenue this year compared to 36.5% in FY 2013.

USA contributed ` 4,917 Mn in Revenue during the year compared to ` 4,747 Mn last year, an increase of 3.6% year-on-year. This amounts to 59.8% of the total revenue of FY 2014 compared to 56.6% in FY 2013.

The share of Europe to total revenue stood at 5.5% in FY 2014, amounting to ` 453 Mn. This is compared to a revenue share of 6.9% in the previous year aggregating to ̀ 576 Mn.

Customer Concentration

Top 10 customers contributed to 27% of the total revenue in FY 2014,7% from SCM vertical and 20% from LS vertical.

Cost Analysis

Cost of Revenue

Cost of Revenue primarily comprises of Salary and Other Employee Compensation Costs and Other Direct Cost necessary for the delivery of contracted services. This expense group stands at ` 4,800 Mn in FY 2014 compared to ̀ 4,895 Mn in the previous year, a 2% drop year-on-year, in proportion to the drop in Operating Revenue.

Total Cost has increased from ̀ 7,313 Mn in FY 2013 to ̀ 7,589 Mn

in FY 2014. This is an increase of 4% over the previous year, but a 6% decrease over the previous year adjusted for currency impact. This increase is mainly on account of increased SG&A expenses in implementing the strategic business initiatives towards setting the tone for the future growth.


Depreciation expense has increased by 68% from ` 222 Mn to

` 373 Mn in FY 2014. This is a result of both, the Company's

continuous investment in new tangible and intangible assets to

sustain long term growth but also in conservatively phasing out its

assets in line with business strategies. Depreciation as a percentage

of Revenue is 4.5% in FY 2014 compared to 2.6% in the previous

year.

Amortization expense reflects the value of internally developed

Products written off during the year on a straight line basis. At ̀ 396

Mn in FY 2014, this expenditure has increased by 64% over the

previous year figure of ` 241 Mn. As a proportion of product

development costs capitalized during the year, amortization stands

at 91% of capitalization in the current year.

Finance Cost

Finance Cost reported during the year includes Interest charges on

credit facilities availed by the Company as well as impact of forex

rate fluctuation pertaining to interest payments in other currencies

incurred by subsidiary companies and related expenses like

processing charges.

Finance Cost reported, at ` 138 Mn is 4% lower than the previous

year's ` 144 Mn. Adjusting for Rupee depreciation during the year,

current year finance cost is 8% lower than the previous year.

Taxation

Tax expense for the current year FY 2014 has dropped by 94.5% to

` 10 Mn, from ` 182 Mn for the FY 2013 resulting in the effective

rate of taxation dropping from 17% to 2%. This is due to a drop in

deferred tax expense for the year. Considering only the current tax

component, the year has seen an increase in tax provisioning from

10.9% to 14.1% of the Profit Before Tax. Deferred tax expense is

more a function of the difference in carrying amount of assets

considered for tax reporting purposes and for GAAP reporting

according to laid out Accounting Standards.

Minority Interest

Minority Interest has dropped from ` 96 Mn to ` 38 Mn during the

year, mainly on account of decline in profits posted by two of our

subsidiaries in Middle East and US.

Earnings Per Share

The Net Profit for the year ended March 31, 2014 at ` 580 Mn, has

Particulars FY 2014

(` Mn)

FY 2013

(` Mn)

%

Change

SCM

Life Sciences

Others

Total Revenues

3,243

4,326

648

8,217

3,549

4,146

691

8,386

-8.6%

4.3%

-6.1%

-2.0%

Particulars FY 2014

(` Mn)

FY 2013

(` Mn)

%

Change

Asia-Pac

United States

Europe

Total Revenues

2,847

4,917

453

8,217

3,063

4,747

576

8,386

-7.1%

3.6%

-21.4%

-2.0%

FY 2014

ParticularsAmount

( Mn.)`

% of

Revenue

Employee Costs

Other Direct Costs

TOTAL DIRECT COST

SGA expenses

Amortization of

capitalized

software costs

Depreciation

Finance Expenses

TOTAL COST

2,265

2,535

4,800

1,882

396

373

138

7,589

2,250

2,645

4,895

1,811

241

222

144

7,313

28%

30%

58%

23%

5%

5%

2%

92%

27%

31%

58%

22%

3%

3%

2%

88%

FY 2013

Amount

( Mn.)`

% of

Revenue

MANAGEMENT DISCUSSION & ANALYSISin Balance Sheet expansion.

Financial PositionDuring the year, the book value per share grew by 12% from ` 35

per share last year to ̀ 39 per share.

Share Capital

There were no movements in the Share Capital of the Company

during the year.

There was no movement in the Employee Stock Option Scheme

2007 established by the Company in terms of new options granted

or options exercised.

Reserves and Surplus

Reserves and Surplus of the Group stood at ̀ 4,580 Mn as at March

31, 2014 as against ̀ 4,084 Mn as at March 31, 2013, an increase

of 12%.

Of the ̀ 496 Mn increase in the Reserves & Surplus during the year,

` 199 Mn increase is attributable to profit accretion after relevant

appropriations and ` 277 Mn increase to movement in Foreign

Currency Translation Reserve. The balance is attributable to changes

in Capital Reserves, mainly due to change in closing forex rates over

the previous year.

dropped by 27% over the ` 795 Mn reported for the year ended

March 31, 2013.

This has resulted in the EPS(Basic) also dropping correspondingly

from ̀ 6.62 per share to ̀ 4.83 for the current year.

Foreign Currency Transactions

The Company has a substantial part of its revenue generated

outside India, significantly the USA. The last year has seen

substantial fluctuations in exchange rates for Indian Rupee against

USD. The accounting treatment for reporting financial performance

and position at the end of the year is in consonance with the

requirements of the Indian GAAP.

In conformance to this, the Statement of Profit & Loss for the year

reflects the 11% increase in average USD exchange rates over the

previous year, in both Revenue & Expenses. On account of the

significant natural hedge for risks associated with foreign currency

fluctuations by virtue of its international operations both in terms of

Revenue & Costs, there is no significant impact on the Result of

Operations reported.

Similarly, conforming to Indian GAAP in Balance Sheet reporting,

requiring reporting at the Closing rate on the last date of year, there

would be an impact of about 10% increase in closing rates of the

Indian Rupee as at March 31, 2014 and 2013 respectively, resulting

Particulars

Secured

External Commercial Borrowings

From Banks

Line of Credit

Finance Lease Obligations

Unsecured

Deferred Payments

Loan from related party

Others

Total

Long Term Borrowings Short Term Borrowings Other Current Liabilities Total Borrowings

As at 31 March 2014

As at 31 March 2014

As at 31 March 2014

As at 31 March 2014

As at 31 March 2013

As at 31 March 2013

As at 31 March 2013

As at 31 March 2013

Amt in ` MnBorrowings

-

523

-

3

50

-

-

576

42

725

-

11

42

10

830

-

1,120

15

-

-

-

-

1,135

-

861

-

-

-

4

-

865

-

345

-

9

-

-

-

354

68

190

-

9

-

2

-

269

-

1,988

15

12

50

-

-

2,065

110

1,776

-

20

42

6

10

1,964

purposes and is appropriately reflected as a Deferred Tax Asset or

Liability.

During the year, Deferred Tax Asset increased from ̀ 1Mn to ̀ 6 Mn,

while Deferred Tax Liability decreased from ` 232 Mn to ` 167 Mn.

This is attributable to the time effect of capitalization of fixed assets

during the year on I-GAAP reporting and tax reporting in the

relevant tax jurisdiction.

Other Current Liabilities and Provisions

Other Current Liabilities includes Current Maturities of Long Term

Debt, Unclaimed dividends, Interest due, Statutory Payables and

Deferred Revenue.

Provisions(Long term & Short term) include provision for Employee

Benefits & Taxes and Proposed dividend.

Fixed Assets and Software Product Costs

This includes Tangible assets by way of Buildings, Furniture &

Fixtures, Vehicles, Computers & related assets as well as Intangibles

assets like Goodwill on acquisition and internally generated

software capitalized in accordance with appropriate Accounting

Standards.

There has been a significant reduction in term loans outstanding and

deferred payments due, in the current year, as these are time based

payments. Loans availed from Banks are working capital loans and

predominantly in foreign currency, and as such are shown at closing

rates prevailing as at March 31, 2014. Thus, the increase of ̀ 101Mn

is a reflection of the expansion due to foreign currency rates over

and above the repayments during the year amounting to ̀ 175 Mn

in real terms.

Trade Payables (Current Liabilities)

Trade Payables (Current Liabilities) representing payables for

Purchase of Goods and Services dropped from ` 749 Mn to

` 570 Mn during the financial year ended March 31, 2014, reflecting

the divestment of a subsidiary as resultant impact on Balance Sheet.

Deferred Tax Liability and Deferred Tax Assets

According to our Accounting Policies, Deferred Tax Assets and

Deferred Tax Liability are offset tax jurisdiction-wise.

Deferred Tax arises on certain items like Depreciation, Amortization,

Employee Benefits etc., on account of timing differences between

expense recognition for financial reporting purposes and IncomeTax



Trade Receivables

Receivables from customers stood at ` 2,233 Mn as at March 31,

2014, a decrease of 1% over the ` 2,246 Mn balance shown as at

March 31, 2013. This is after considering the impact of divestment

of a subsidiary during the year and the impact of Rupee depreciation

by 10%.

Loans, Advances and Other Current Assets

This represents security deposits of various nature, advances to staff,

suppliers of service, and products of capital nature, Interest

receivable, Advance tax and other tax receivable as well as Unbilled

Receivables.

This increased from ̀ 986 Mn as on March 31, 2013 to ̀ 1,167 Mn

as at March 31, 2014, by about 18%. This is mainly on account of

increase in Unbilled Receivables by about ` 102 Mn. Other

components have grown in consonance with the Rupee

depreciation during the year.

The net additions during the year ended March 31, 2014 amounts

` 319 Mn, significantly in Computer & Related Software, both by

way of replacement & additions.

The Company has, continued its strategy of developing and offering

services across different technology platforms, to offer bundled

services including providing infrastructure & data security

management related services. These initiatives are customer specific

with a view to strengthen strategic relationships and to augment

future revenues.

Goodwill

The increase in Goodwill on Balance Sheet reported as at March 31,

2014 compared to the previous year of ̀ 78 Mn is reflective of both

the impact of disinvestment of a subsidiary during the year as well as

on account of depreciation in Rupee value during the year by 10%.

Current and Non-Current Investments

This represents investments made by the company in Non -

Convertible Debentures and in Mutual Funds, which it has

continued to maintain.

Cash and Cash Equivalents

Balances held in Banks and as Cash increased from ` 761 Mn as at

March 31, 2013 to ` 773 Mn as at March 31, 2014, a modest

increase of 2%.

The reported figure includes deposits of ` 24 Mn and other

Earmarked balances of ̀ 26 Mn as at March 31, 2014.

Inventories

Inventory is held in the course of delivering supply chain related

solutions to clients. As at March 31, 2014, the value of inventory

held increased by 11% from ` 155 Mn to ` 172 Mn. This is in line

with the expansion in Balance Sheet assets due to impact of Rupee

depreciation.

CORPORATE GOVERNANCE REPORT

Sl.No Name of Director

1

2

3

4

5

6

7

8

9

10

11

Mr. N. Kumar

Mr. Srinivasan. H.R.

Mr. S. Krishnamurthy

Mr. D.A. Prasanna

Prof. G. Raghuram

Mr. N. Rangachary

Mr. R. Sundara Rajan

Mr. S. Srinivasan

Mr. N. S. Nanda Kishore

Mr. Ram Yeleswarapu

Mr. D. V. Ravi

Chairman

Non-Executive & Independent Director

Vice-Chairman & Managing Director

Independent Director





Non-Executive and Non- Independent Director




1. Philosophy on Code of Corporate Governance

The objective of Corporate Governance is to maximize shareholder value and protect the interests of other stakeholders like customers, employees and

society at large. It helps in building an environment of trust and confidence among all the stakeholders. TAKE has been committed to best governance

practices. With the in-built system for effective governance and practices transparency, disclosures, internal controls and promotion of ethics at work

place have been institutionalized. In so far as compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchange(s) is

concerned, your Company is in compliance with the prescribed norms and disclosures.

2. Board of Directors

Composition and category of Directors as of March 31, 2014 is as follows:

As on

March 31, 2014

Executive Director

1

Non-Executive Director

4


6

Total

11

The table below gives the composition of the Board and the number of other Directorships and Committee Memberships as on March 31, 2014.

Category Number of

Directorships held

in other Indian

Companies @

Number of Board

Committee

memberships held

in other Companies@@

Public Private Member Chairman

5

6

3

1

5

7

8

6

1

-

5

4

5

-

-

1

5

2

-

1

1

4

1

1

2

-

3

-

3

2

-

-

-

2

1

2

-

-

4

3

-

-

-

-

@Does not include Foreign Companies and Companies under Section 25 of the Companies Act, 1956.

@@ Only membership in Audit and Investor Grievance Committees are considered.

None of the Directors of the Board serve as members of more than 10 committees nor are they Chairman/Chairperson of more than 5 committees.

a) Attendance record of the Directors

Six Board Meetings were held during the year. The Company has held at least one Board Meeting in every three months. The Board Meetings were

held on April 04, 2013;May 24, 2013; August 02, 2013; November 11, 2013;January 31, 2014 and March 28, 2014. The Annual General

Meeting of the Company was held on September 06, 2013.



He is involved in supporting NGOs working for the welfare and

training of Exceptional Children and is also a part of various

apex bodies. Mr. Kumar holds a degree in Electronics &

Communications Engineering.

He does not hold any shares in the Company.

ii) Mr. S. Krishnamurthy is a Senior Banker with extensive

experience of over 4 decades in the Reserve Bank of India and

other Commercial Banks. He was also the Banking

Ombudsman, Chennai for about two years. Mr. Krishnamurthy

holds Master's degree in Labour Management, PG Diploma

in Human Resources Management & Industrial Relations &

Personnel Management. He is also Certified Associate of the

Indian Institute of Bankers with a bachelor's degree in General

Laws.


iii) Mr. D.A. Prasanna is the Founder and Vice-Chairman of Ecron

Acunova, a venture promoted by the Manipal Education and

Medical Group and Acunova Life Sciences. He is pioneer in the

healthcare sector for delivering clinical excellence at low

patient fees in Asian Hospitals through innovative strategies.

Mr. Prasanna is an alumnus of Indian Institute of Management,

Ahmedabad and GE Global Business Leadership Program at

Crotonville.


iv) Prof. G. Raghuram is a distinguished expert in Supply Chain

and Investment Management, Infrastructure & Services

Management and related subjects. He has served as a

consultant to over 53 organizations in India and abroad. He is

currently the 'Indian Railways Chair Professor' at the Indian

Institute of Management, Ahmedabad and member of boards

and government committees related to infrastructure and

b) Details of Directors seeking appointment / reappointment:

i) Mr.D. V. Ravi is the Promoter Director of the Company. His

areas of work within TAKE are Corporate Strategy, Corporate

Finance, Compliance and Governance. He has over two

decades of experience in Strategic Planning, Business Process

Re-Engineering and Organization Change Management. He is

the Managing Director of Shriram Capital Limited, the holding

Company of the financial services business of Shriram Group.

Prior to this, he has held various senior assignments in the

Shriram Group including Investment Servicing, IT and

Corporate Service. Mr. Ravi holds a Graduate degree in

Commerce and Post-Graduation in Management.


ii) Mr.N. S. Nanda Kishore with an experience of 18 years in the

Financial Services Industry & Technology, Business Process

Management and Customer Service is currently the Group CTO

of the Shriram Group. He has been driving the group through

several technology initiatives which includes Software

Application Management, IT Infrastructure, Data Centre, DR

and BCP, Call Centers, Customer Service Desks and also the

Business Process Re-engineering initiatives across the Group

entities. He holds an Engineering degree in Electronics and

Communications.


c) Details of Independent Directors seeking appointment:

i) Mr. N. Kumar is the Vice-Chairman of the Sanmar Group. He is

the honorary business representative of the International

Enterprise Singapore and the honorary Consul General of

Greece in Chennai besides serving on the boards of many listed

companies. He also served as the former president of the

Confederation of Indian Industry (CII), a leading industrial body.

Name of Director

Mr. N. Kumar



Mr. D.A. Prasanna

Prof. G. Raghuram

Mr. N. Rangachary


Mr. S. Srinivasan


Mr. Ram Yeleswarapu

Mr. D. V. Ravi

Chairman - Non-Executive & Independent

Non Independent & Non-Executive

Independent

Independent

Independent

Independent

Independent





The attendance records of all Directors are as follows:

Category No of Board

Meetings

Annual General

Meeting

Held Attended

6

6

6

6

6

6

6

6

6

6

6

6

6

6

6

4

6

5

6

6

2

6

CORPORATE GOVERNANCE REPORTc) Major accounting entries involving estimates based on the

exercise of judgment by management;

d) Significant adjustments made in the financial statements

arising out of audit findings;

e) Compliance with listing and other legal requirements

relating to financial statements;

f) Disclosure of any related party transactions; and

g) Qualifications in the draft audit report.

5. Reviewing with the management quarterly financial statements

before submission of the same to the Board for its approval.

6. Reviewing with the management performance of statutory and

internal auditors, and adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any,

including the structure of the internal audit department,

staffing and seniority of the official heading the department,

reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors on any significant findings and

follow up there on.

9. Reviewing the findings of any internal investigations by the

internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material

nature and reporting the matter to the Board.

10. Discussion with statutory auditors before the audit commences,

about the nature and scope of audit as well as post-audit

discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults, if any in the

payment to the depositors, debenture holders, shareholders (in

case of non -payment of declared dividends) and creditors.

The Audit Committee reviews the following information:

1. Management Discussion and Analysis of the financial condition

and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the Management;

3. Management letters/letters of internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the

Chief Internal Auditor, wherever applicable.

The attendance of each member of the Audit Committee is as

follows:

The Company Secretary is the Secretary of the Audit Committee.

logistics. He holds a bachelor's degree in Electrical Engineering

from Indian Institute of Technology, Chennai and received his

PhD from Northwestern University, Kellogg Graduate School of

Management, USA. He is also an alumnus of Indian Institute of

Management, Ahmedabad.


v) Mr. N. Rangachary is an expert in finance and taxation. He

started his career as an Indian Revenue Service Officer in 1960.

He has served as the Chairman of Central Board of Direct Taxes

and as the Chairman of Insurance Regulatory and

Development Authority. He was honored with the

International Insurance Award for the years 1999 and 2000

by the International Insurance Council, USA. He is a

Chartered Accountant, Cost Accountant and Company

Secretary as well as an Honorary Fellow of the Actuarial Society

of India.


vi) Mr. Mr. R. Sundara Rajan with a career spanning over

three decades, has hands on experience in pharmaceutical

marketing, pharmaceutical projects and setting up foreign

collaboration ventures in India. He holds a graduate degree

in Mechanical Engineering with a Post-Graduation in

Management from Indian Institute of Management,

Ahmedabad. Mr. Sundara Rajan is also Chartered Engineer and

an Associate of the Insurance Institute of India.

He holds 15,370 equity shares in the Company.

3. Audit Committee

The Audit Committee has been constituted as per Section 292A of

the Companies Act, 1956 and the guidelines set out in the Listing

Agreement with the Stock Exchanges.

The Audit Committee has the following powers:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it

considers necessary.

The Role of Audit Committee includes the following:

1. Oversight of the Company's financial reporting process and the

disclosure of its financial information to ensure that the financial

statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-

appointment and, if required, the replacement or removal of

the statutory auditor and their remuneration thereto;

3. Approval of payment to statutory auditors for any other services

rendered by them;

4. Reviewing, with the management, the annual financial

statements before submission to the Board for approval, with

particular reference to:

a) Matters that need to be included in the Director's

Responsibility Statement in terms of clause (2AA) of Section

217 of the Companies Act, 1956;

b) Changes, if any, in accounting policies and practices and

reasons for the same;

Name of the

Director

Category No of Committee

Meetings

Held Attended



Mr. D.A. Prasanna

Mr. D.V. Ravi

Chairman

Member

Member

Member

04

04

04

04

04

04

04

04


CORPORATE GOVERNANCE REPORTThe Shares held by Director as on March 31, 2014 are given below:

The attendance of each member of the Remuneration &

Compensation Committee is as follows:

5. Shareholders’ / Investors Grievance Committee

The Shareholders’/Investors Grievance – Cum – Share Transfer

Committee redress the complaints of the shareholders in respect of

matters pertaining to transfer of shares, non-receipt of annual

report, dematerialization of shares, non-receipt of declared dividend

etc. The Company Secretary acts as the Secretary to the Committee.

The attendance of each member of the Shareholders’ / Investor

Grievance Committee is as follows:

The following table shows status of complaints received from

shareholders during 2013-14

Company Secretary is the Compliance Officer of the Company.

6. Details of Annual/Extraordinary General Meetings

Location and dates of the General Meetings held in the past three

years

All the resolutions including the Special Resolutions set out in the

respective notices were passed by the shareholders unanimously.

4. Remuneration & Compensation Committee

The Remuneration & Compensation Committee determines and

recommends the remuneration payable to the Executive Directors.

The Board of Directors approves the remuneration payable to the

Executive Directors on the basis of their performance as well as the

Company's performance, subject to consents as may be required.

The Independent Directors are paid sitting fees for attending the

meetings of the Board. Currently a fee of ̀ 20,000 per meeting per

Director is paid for attending the Board Meeting. The Independent

Directors are paid a commission not exceeding 1% of the Net Profits

of the Company computed under the provisions of the Companies

Act, 1956. The basis of determining the amount of commission to

the Independent Directors is related to their attendance and

contributions at the meetings and extent of consultations provided

by them. The resolutions for the appointment of Directors and

remuneration payable are approved by the shareholders of the

Company.

The Company's remuneration policy is driven by the success and

performance of the individual employee and the Company. Through

its compensation programme, the Company endeavours to attract,

retain, develop and motivate a high performance workforce. The

Company follows a compensation mix of fixed pay, benefits and

variable pay. Individual performance pay is determined by business

performance and the performance of the individuals measured

through the annual appraisal process.

Terms of Reference:-

�To review the Company's remuneration policy on specific

remuneration packages to Executive Directors including

pension rights and any compensation payment while

striking a balance with the interest of the Company and the

shareholders.

�To approve the Annual Remuneration Plan of the Company.

Details of remuneration paid to Directors for the year 2013-14 are

given below:

Name of the

Director

Remuneration paid during

the FY 2013-14

Salary Remuneration /

Commission

(payable / paid)

Mr. N. Kumar



Mr. D A Prasanna

Prof. G. Raghuram

Mr. N. Rangachary



Mr. Ram Yeleswarapu

Mr. D. V. Ravi

Mr. S. Srinivasan

-

-

-

-

-

-

-

-

-

-

-

3,00,000/-

-

3,00,000/-

3,00,000/-

3,00,000/-

3,00,000/-

3,00,000/-

-

-

-

-

(Amount in `)

Sitting Fees

1,20,000/-

-

1,20,000/-

1,20,000/-

80,000/-

1,20,000/-

1,00,000/-

-

-

-

-

Name of the Director


No of shares held

15,370 Equity Shares

Name of the

Director


Meetings

Held Attended

Mr. D. A. Prasanna

Mr. D. V. Ravi


Chairman

Member

Member

01

01

01

01

01

01

Name of the

Director


Meetings

Held Attended

Mr. N. Kumar

Mr. Srinivasan H. R.


Chairman

Member

Member

04

04

04

04

04

03

Sl. No.

PendingNature of Complaints

Opening Balance

Received Responded

01

02

Complaints

Other

Requests

0

0

05

203

05

203

0

0

Sl. No. Date

Narada Gana Sabha

(Mini Hall), Chennai.

Narada Gana Sabha


Narada Gana Sabha


06-09-2013

07-09-2012

26-08-2011

AGM / EGM Location

01

02

03

AGM

AGM

AGM


g) Stock Market Data

Monthly high and low quotations along with the volume of shares

traded at NSE and BSE for 2013-2014 are:

Source: www.bseindia.com&www.nseindia.com

h) Comparison of broad based indices with share price of TAKE

Comparison –Share price of TAKE vs BSE Index

Source: www.bseindia.com

7. Disclosures

a) Disclosure on materially significant related party transactions:

There is no material transaction with any related party which

requires a separate disclosure. Annual Accounts as at March 31,

2014 contains the list of related party transactions as required

by Accounting Standard 18 on Related Party Disclosures issued

by the Institute of Chartered Accountants of India.

b) Disclosure of non-compliance:

There were no instances of non-compliance by the Company,

penalties and strictures imposed on the Company by Stock

Exchange or SEBI or any other statutory authority, on any matter

related to capital markets, during the last three years.

c) Whistle Blower Policy:

The Company has framed a whistle blower policy wherein the

employees are free to report any improper activity resulting in

violations of laws, rules, regulations or code of conduct by any

of the Employees, to the Chairman of the Audit Committee as

the case may be. The policy provides a framework for adequate

safeguard against victimization of employees.

We confirm that no employee of the Company has been denied

access to the Audit Committee in respect of any incident.

8. Means of communication

Financial results are published by the Company in Financial

Express and Makkal Kural?

Results are displayed in the Company's website

www.takesolutions.com?

Official news releases are also updated in the website

9. General shareholder information

w

w

w

w All material information about the Company is submitted in the

website of BSE and NSE

a) Date, time and

venue of AGM

b) Financial Year

c) Date of Book

Closure

d) Dividend Payment

Date for FY 2013-14

e) Listing on Stock

Exchanges

September 19, 2014 at 10.00 am

at Narada Gana Sabha Mini Hall,

314, T.T.K. Road, Chennai – 600 018

April 01, 2013 to March 31, 2014

September 13, 2014 to September

19, 2014(both days inclusive)

Within 30 days from the date of

AGM subject to the approval of

shareholders

Bombay Stock Exchange Limited

New Trading Ring, Rotunda Building,

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001,

Maharashtra, India

Tel: 91-22-22721233, 22721234,

Fax: 91-22-22723677, 22722082 / 3132

f) Stock Code

National Stock Exchange of India

Limited

Regd Office: “Exchange Plaza”,

Bandra-Kurla Complex,

Bandra (East), Mumbai - 400 051,

Maharashtra, India

Tel: 91-22-26598100, 56418100,

Fax: 91-22-26598237 / 38, 26598120

Listing fees for the year 2013-14

have been paid to both the Stock

Exchanges

BSE Code : 532890

NSE Code : TAKE

ISIN : INE142I01023

NSE

High Low

Apr-13

May-13

Jun-13

Jul-13

Aug-13

Sep-13

Oct-13

Nov-13

Dec-13

Jan-14

Feb-14

Mar-14

BSE

High Low

31.50

32.00

33.45

33.45

32.00

31.90

32.30

34.25

35.95

42.00

39.40

37.25

21.10

27.20

26.25

28.20

27.25

27.75

28.20

28.05

31.05

33.25

31.50

31.90

31.65

31.95

33.50

33.70

32.00

32.65

31.30

34.00

36.00

42.00

40.00

37.15

20.00

27.25

26.25

28.05

27.80

27.80

28.40

28.60

30.85

33.40

31.70

32.00

TAKE v/s BSE Sensex



12. Electronic Clearing Service / Mandates

To prevent fraudulent encashment of dividend warrants, members

are requested to provide their bank account details (if not provided

earlier) to the Company/Share Transfer Agent (if shares are held in

physical form) or to the Depository Participants (DPs) (if shares are

held in electronic form)as the case may be for printing of same on

their dividend warrants.

13. Dematerialization of shares

Equity Shares of the Company are traded on the Stock Exchanges

only in electronic form. As on March 31, 2014, 97.19% of the shares

are held in dematerialized form. In order to enable us to serve better,

we request the shareholders whose shares are in physical mode to

dematerialize their shares. Dematerializing results in marketability.

14. Unclaimed Dividends

Under the provisions of the Companies Act, 1956 dividends that

remain unclaimed for a period of seven years from the date of

declaration are required to be transferred to the Investor Education

and Protection Fund (IEPF) administered by the Central

Government. The unclaimed dividend as on March 31, 2014 is as

follows:

Comparison –Share price of TAKE vs NSE Index vs CNX IT Indices

Source: www.bseindia.com

i) Registrar & Share Transfer Agents

M/s. Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,

LBS Marg, Bhandup West, Mumbai - 400 078

Tel: 022-2596 3838

10. Distribution of Shareholding as at March 31, 2014

11. Shareholding Pattern as at March 31, 2014

TAKE v/s NIFTY and CNX IT Indices

No. of

equity

Shares held

No. of

Share

holders

% of

Share

holders

No. of

Shares

held

% of

Share

holding

1-500

501-1000

1001-2000

2001-3000

3001-4000

4001-5000

5001-10000

10001& above

Total

12208

1045

520

183

147

88

128

179

14498

84.2047

7.2079

3.5867

1.2622

1.0139

0.6070

0.8829

1.2347

100.00

1505053

842478

822406

468173

498888

423265

973542

116866195

122400000

1.2296

0.6883

0.6719

0.3825

0.4076

0.3458

0.7954

95.4789

100.00

No. of

shares

held

A. Promoter Holding

1. Indian - Bodies Corporate

2. Foreign - Bodies Corporate

Sub-total (1 + 2)

B. Public Shareholding

3. Institutional Investors

a) Mutual Funds

b) Financial Institutions / Banks

c) Insurance Companies

d) Foreign Institutional Investors

Sub-total (3)

4. Non- Institutions

a) Bodies Corporate

i) Individuals holding

nominal share capital

Up to ` 1 Lakh

10,852,473

70,856,250

81,708,723

-

-

-

2,081,089

2,081,089

14,801,739

7,872,608

Percentage

of share

holding

Category

8.87

57.89

66.76

-

-

-

1.7

1.7

12.09

6.43

No. of

shares

held

ii) Individuals holding

nominal share capital

In excess of ` 1 Lakh

b) Others

i) Directors

ii) Clearing Member

iii) Trust

iv) NRIs

v) NRN

vi) Office Bearers

vii) HUF

Sub-total (4)

TOTAL

11,887,670

15,370

226,608

2,765,422

668,349

259,241

113,180

1

40,691,277

122400000

Percentage

of share

holding

Category

9.71

0.01

0.19

2.26

0.55

0.21

0.09

0.00

33.24

100.00

% of Share

Capital

Electronic /

Physical

No of

Shares

NSDL

CDSL

Physical

TOTAL

31,905,802

87,054,365

3,439,833

122,400,000

26.07

71.12

2.81

100.00


15. Addresses for Correspondence:

Ms. Lakshmi C M, Company Secretary

TAKE Solutions Limited

8B, Adyar Club Gate Road

Chennai 600 028

Phone No : 044- 4040 6373

044- 4590 9000

Fax No : 044- 4590 9099

Email ID - [email protected]

[email protected]

16. CEO / CFO Certification

As required under Clause 49 of the Listing Agreement a Certificate duly signed by Mr. Srinivasan H.R., Vice Chairman & Managing Director (CEO) and Ms. N.S. Shobana, Chief Financial Officer (CFO) was placed at the meeting of the Board of Directors held on May 20, 2014.

17. Auditors' Certificate

The Certificate on compliance of conditions of Corporate Governance from the Auditors is enclosed along with this Report.

Amount (in `) Date of Declaration Due Date for Transfer to IEPFFinancial Year

2007-08

2008-09

2009-10

2010-11

2011-12

2012-13 First Interim

2012-13 Second Interim

2012-13

2013-14 First Interim

2013-14 Second Interim

55,376.00

57,913.20

77,979.40

331,663.00

312,079.00

108,225.90

117,188.40

139,750.40

98,262.30

147,636.30

August 22,2008

August 28,2009

September 2,2010

August 26,2011

September 7,2012

November 9,2012

February 14,2013

September 6,2013

November 11,2013

January 31,2014

September 26,2015

October 2,2016

October 7,2017

September 30,2018

October 13,2019

December 15,2019

March 22,2020

October 12,2020

November 17,2020

May 7,2021

CERTIFICATE ON CORPORATE GOVERNANCE


Compliance Certificate

To the members of TAKE Solutions Limited

We have examined the compliance of conditions of Corporate Governance by TAKE Solutions Limited (“the Company”), for the year ended March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Sundar Srini & Sridhar

Chartered Accountants

Firm Registration No: 004201S

S. Sridhar

Partner

Membership No: 025504

Place: Chennai

Date: May 20, 2014

SECRETARIAL AUDIT REPORTa. Maintenance of various statutory registers and documents and

making necessary entries therein;

b. Closure of the Register of Members / Debenture holders;

c. Forms, returns, documents and resolutions required to be filed

with the Registrar of Companies and the Central Government;

d. Service of documents by the Company on its Members,

Debenture holders, Debenture Trustees, Auditors and the

Registrar of Companies;

e. Notice of Board meetings and Committee meetings of

Directors;

f. The meetings of Directors and Committees of Directors

including passing of resolutions by circulation;

thg. The 12 Annual General Meeting held on September 06, 2013;

h. Minutes of proceedings of General Meetings and of the Board

and its Committee meetings;

i. Approvals of the Members, the Board of Directors, the

Committees of Directors and the Government authorities,

wherever required;

j. Constitution of the Board of Directors / Committee(s) of

Directors, appointment, retirement and re-appointment of

Directors including the Managing Director and Whole-time

Directors;

k. Payment of remuneration to Directors including the Managing

Director and Whole-time Directors;

l. Appointment and remuneration of Auditors;

m. Transfers and transmissions of the Company's shares and

debentures, and issue and dispatch of duplicate certificates of

shares;

n. Payment of interest on debentures and redemption of

debentures;

o. Declaration and payment of dividends;

p. Transfer of certain amounts as required under the Act to the

Investor Education and Protection Fund and uploading of

details of unpaid and unclaimed dividends on the websites of

the Company and the Ministry of Corporate Affairs;

q. Borrowings and registration, modification and satisfaction of

charges wherever applicable;

r. Investment of the Company's funds including inter-corporate

loans and investments and loans to others;

s. Giving guarantees in connection with loans taken by

subsidiaries;

t. Form of balance sheet as prescribed under Part I, form of

statement of profit and loss as prescribed under Part II and

General Instructions for preparation of the same as prescribed in

Schedule VI to the Act; u. Directors' report;

v. Contracts, common seal, registered office and publication of

name of the Company; and

w. Generally, all other applicable provisions of the Act and the

Rules made under the Act.

I have conducted the secretarial audit of the compliance of

applicable statutory provisions and the adherence to good

corporate practices by Take Solutions Limited (“the Company”). The

secretarial audit was conducted in a manner that provided me a

reasonable basis for evaluating the corporate conducts / statutory

compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute

books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its

officers, agents and authorised representatives during the conduct

of secretarial audit, I hereby report that in my opinion, the Company

has, during the audit period covering the financial year ended on

March 31, 2014 generally complied with the statutory provisions

listed hereunder and also that the Company has proper Board-

processes and compliance-mechanism in place to the extent and in

the manner reported hereinafter.

1. I have examined the books, papers, minute books, forms and

returns filed and other records maintained by the Company for

the financial year ended on March 31, 2014 according to the

provisions of -

The Companies Act, 1956 and the Rules made under that

Act and 98 sections of Companies Act, 2013 notified vide

Ministry of Corporate Affairs Gazette Notification No. S.O.

2754(E) dated September 12, 2013;

The Securities Contracts (Regulation) Act, 1956 ('SCRA')

and the Rules made under that Act;

The Depositories Act, 1996 and the Regulations and Bye-

laws framed under that Act;

The Foreign Exchange Management Act, 1999 and the

Rules and Regulations made under that Act to the extent

applicable to Overseas Direct Investment (ODI), Foreign

Direct Investment (FDI) and External Commercial

Borrowings (ECB);

The following Regulations and Guidelines prescribed under

the Securities and Exchange Board of India Act, 1992 ('SEBI

Act'):

The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;


(Prohibition of Insider Trading) Regulations, 1992;


(Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999; and

The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008.

The Equity Listing Agreements with BSE Limited and

National Stock Exchange of India Limited; and

The Memorandum and Articles of Association.

2. I further report that the Company has, in my opinion, generally

complied with the provisions of the Companies Act, 1956 and the

Rules made under that Act and 98 sections of Companies Act, 2013

notified vide Ministry of Corporate Affairs Gazette Notification No.

S.O. 2754(E) dated September 12, 2013 (“the Act”) and the

Memorandum and Articles of Association of the Company, with

regard to:

�

�

�

�

�

Ø

Ø

Ø

Ø

�

�

SECRETARIAL AUDIT REPORT


b. The Company has complied with the provisions of the Securities

and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011 including the provisions with

regard to disclosures and maintenance of records required

under the said Regulations;

c. The Company has generally complied with the provisions of the

Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 1992 including the provisions with regard

to disclosures and maintenance of records required under the

said Regulations;

d. The Company has complied with the provisions of the Securities

and Exchange Board of India (Employee Stock Option Scheme

and Employee Stock Purchase Scheme) Guidelines, 1999 with

regard to implementation of Employee Stock Option Scheme;

and

8. I further report that based on the information received and

records maintained there are adequate systems and processes in the

Company commensurate with the size and operations of the

Company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

For M.Alagar & Associates

M AlagarPractising Company SecretaryCertificate of Practice No. 8196May 20, 2014

3. I further report that:

a. The Directors have complied with the requirements as to

disclosure of interests and concerns in contracts and

arrangements, shareholdings / debenture holdings and

directorships in other companies and interests in other entities;

b. The Directors have complied with the disclosure requirements in

respect of their eligibility of appointment, their being

independent and compliance with the Code of Business

Conduct & Ethics for Directors and Management Personnel;

c. The Company has obtained all necessary approvals under the

various provisions of the Act; and

d. There was no prosecution initiated and no fines or penalties

were imposed during the year under review under the Act, SEBI

Act, SCRA, Depositories Act, Listing Agreement and Rules,

Regulations and Guidelines framed under these Acts against /

on the Company, its Directors and Officers.

4. The Company has complied with the provisions of the Securities

Contracts (Regulation) Act, 1956 and the Rules made under

that Act, with regard to maintenance of minimum public

shareholding.

5. I further report that the Company has complied with the

provisions of the Depositories Act, 1996 and the Bye-laws

framed thereunder by the Depositories with regard

to dematerialisation/rematerialisation of securities and

reconciliation of records of dematerialised securities with all

securities issued by the Company.

6. The Company has complied with the provisions of the FEMA,

1999 and the Rules and Regulations made under that Act to the

extent applicable to ODI, FDI and ECB.

7. I further report that:

a. The Company has complied with the requirements under the

Equity Listing Agreements entered into with BSE Limited and

National Stock Exchange of India Limited;

INDEPENDENT AUDITORS’ REPORT(i) in the case of the Consolidated Balance Sheet, of the State

of affairs of the TAKE Group as at March 31, 2014;

(ii) in the case of the Consolidated Statement of Profit and

Loss, of the Profit of the TAKE Group for the year ended on

that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the

Cash Flows of the TAKE Group for the year ended on that

date.

5. Other Matter

We did not audit the financial statements / financial information

of certain subsidiaries, whose financial statements / financial

information reflect total assets of ` 5,987 Mn as at March 31,

2014, total revenues of ` 5,393 Mn and net cash flows

amounting to ` 52 Mn for the year ended on that date, as

considered in the consolidated financial statements. These

financial statements / financial information have been audited

by other auditors whose reports have been furnished to us by

the Management and our opinion, in so far as it relates to the

amounts and disclosures included in respect of these

subsidiaries, is based solely on the reports of the other auditors.

Our opinion is not qualified in respect of this matter.



Firm Registration No. 004201S

S. Sridhar

Place: Chennai Partner

Date: May 20, 2014 Membership No.025504

Independent Auditors' Report on

Consolidated Financial Statements

To the Board of Directors of TAKE Solutions Limited

1. We have audited the accompanying consolidated financial

statements of TAKE Solutions Limited (the “Company”), and

its subsidiaries (the Company and its subsidiaries constitute the

“TAKE Group”) which comprise the Consolidated Balance

Sheet as at March 31, 2014, the Consolidated Statement of

Profit and Loss and the Consolidated Cash Flow Statement for

the year then ended, and a summary of significant accounting

policies and other explanatory information.

2. Management's Responsibility for the Consolidated

Financial Statements

Management is responsible for the preparation of these

consolidated financial statements that give a true and fair view

of the consolidated financial position, consolidated financial

performance and consolidated cash flows of the TAKE Group in

accordance with accounting principles generally accepted in

India. This responsibility includes the design, implementation

and maintenance of internal control relevant to the preparation

and presentation of the consolidated financial statements that

give a true and fair view and are free from material

misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated

financial statements based on our audit. We conducted our

audit in accordance with the Standards on Auditing issued by

the Institute of Chartered Accountants of India. Those

Standards require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance

about whether the consolidated financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and disclosures in the consolidated

financial statements. The procedures selected depend on the

auditor's judgment, including the assessment of the risks of

material misstatement of the consolidated financial statements,

whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the Company's

preparation and presentation of the consolidated financial

statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances, but not

for the purpose of expressing an opinion on the effectiveness of

the entity's internal control. An audit also includes evaluating

the appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation of

the consolidated financial statements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion.

4. Opinion

In our opinion and to the best of our information and according

to the explanations given to us, and based on consideration of

the reports of the other auditors on the financial statements /

financial information of the subsidiaries referred to below in the

Other Matter paragraph, the aforesaid consolidated financial

statements give a true and fair view in conformity with the

accounting principles generally accepted in India:


CONSOLIDATED BALANCE SHEET

PARTICULARS

EQUITY AND LIABILITIES

Shareholders’ funds

(a) Share capital

(b) Reserves and surplus

Minority Interest

Non-current liabilities

(a) Long-term borrowings

(b) Deferred tax liabilities (Net)

(c) Other Long term liabilities

(d) Long-term provisions

Current liabilities

(a) Short-term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short-term provisions

TOTAL

ASSETS

Non-current assets

(a) Fixed assets

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work in progress

(iv) Intangible assets under development

(b) Goodwill on Consolidation

(c) Deferred Tax Assets

(d) Long-term loans and advances

(e) Other non-current assets

Current assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances

(f) Other current assets

TOTAL

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

I.

II.

III.

Note

Consolidated Balance Sheet as at ` Mn

March 31, 2013March 31, 2014

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

2.13

2.14

2.15

2.16

2.17

2.18

1 - 9

120.00

4,580.45

482.93

575.90

167.43

15.64

66.42

1,135.02

569.67

851.51

147.70

8,712.67

120.00

4,084.17

456.89

829.79

231.89

6.85

59.09

865.04

749.46

787.32

177.37

8,367.87

As per our report attached



Firm Registration : 004201S

S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014

For and on behalf of the Board of Directors

Srinivasan H. R. D.V. Ravi

Managing Director Director

C.M. Lakshmi

Company Secretary

780.73

974.82

19.64

0.84

2,084.35

5.98

55.59

14.97

501.50

172.38

2,232.93

772.80

1,095.84

0.30

8,712.67

746.93

930.04

-

34.19

2,006.55

1.06

46.90

-

501.60

154.68

2,245.81

760.78

914.68

24.65

8,367.87

CONSOLIDATED STATEMENT OF PROFIT AND LOSS





S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014




C.M. Lakshmi

Company Secretary

PARTICULARS

Revenue from Operations

Other Income (net)

Total Revenue (I+II)

Expenses

Cost of Revenue

Employee Benefit Expenses

Finance Costs

Depreciation, Impairment and Amortization

Other Expenses

Total expenses

Tax expense

(1) Current Tax

(2) Shortfall/ (Excess) Provision of earlier years

(3) Deferred Tax

Profit for the year before Minority Interest (V-VI)

Minority Interest

Profit for the year (VII-VIII)

Earnings per equity share

Equity shares of par value ` 1/- each

Basic

Diluted

Weighted average number of equity shares used in computing earnings per share

Basic

Diluted


I.

II.

III.

IV.

V. Profit before tax (III-IV)

VI.

VII.

VIII.

IX.

X.

XI.

Note

Consolidated Statement of Profit and Loss for the year ended ` Mn, except per share data

March 31, 2013March 31, 2014

2.19

2.20

2.21

2.22

2.23

2.10

2.24

1 - 9

8,319.72

66.44

8,386.16

2,645.19

2,249.40

143.83

463.75

1,811.06

7,313.23

1,072.93

116.68

(12.27)

77.47

794.70

6.62

6.61

120,000,000

120,223,000

891.05

96.35

8,155.40

61.51

8,216.91

2,535.08

2,265.20

137.69

768.84

1,882.53

7,589.34

627.57

88.49

5.03

(83.54)

617.59

37.59

580.00

4.83

4.83

120,000,000

120,206,000


CASH FLOW STATEMENT

PARTICULARS

A) CASH FLOW FROM OPERATING ACTIVITIES

NET PROFIT/ (LOSS) BEFORE TAX

Adjustments for

Depreciation and Impairment expenses

Interest Expenses

Interest Income

(Profit)/Loss on Sale of Fixed Assets

Provision for Gratuity, Compensated absences & Other benefits

Foreign Exchange Adjustments- Loss/ (Gain)

Product Development Expenses written off

Bad Debts written off

Operating Profit before Working Capital Changes

(Increase)/Decrease in Loans and Advances and other Assets

Increase/ (Decrease) in Liabilities and Provisions

Cash flow from/ (used in) Operations

Interest - Working Capital Loans

Direct Taxes paid

NET CASH FROM /(USED) IN OPERATING ACTIVITIES

B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets - Net

Product Development Expenses

Interest Income

Goodwill on Investment in Equity Shares in Subsidiary Companies

NET CASH FROM /(USED) IN INVESTING ACTIVITIES

C) CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings

Net Movement in Short Term Borrowings

Repayment of Long Term Borrowings

Dividends Paid including Interim Dividend

Interest- Long Term Loans

NET CASH FROM /(USED) IN FINANCING ACTIVITIES

Net Increase/(Decrease) in Cash & Cash equivalents

Add: Cash and Cash equivalent as at the beginning of the year

Cash & Cash equivalent as at the end of the year

Bank Deposits with more than 12 months maturity

Margin Money Deposit

Unclaimed dividend

Deposits against guarantee

Cash & Cash Equivalents as per Balance Sheet -Note No. 2.16

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS : NOTE 1-9

1,072.93

222.70

143.83

(49.60)

0.56

17.86

17.65

241.05

5.23

1,672.21

(501.91)

81.98

1,252.28

(24.01)

(62.01)

1,166.26

(485.94)

(244.99)

49.60

(17.99)

(699.32)

17.41

473.11

(455.48)

(223.19)

(119.82)

(307.97)

158.97

543.74

702.71

38.47

11.00

1.30

7.30

760.78

Consolidated Cash Flow Statement for the year ended ` Mn

March 31, 2013March 31, 2014

627.57

372.66

137.69

(50.32)

0.21

7.33

(0.20)

396.18

1.77

1,492.89

(160.98)

(203.13)

1,128.78

(85.67)

(44.86)

998.25

(319.21)

(417.62)

50.32

(222.32)

(908.83)

-

269.98

(167.24)

(119.63)

(52.02)

(68.91)

20.51

702.71

723.22

23.89

21.00

1.45

3.24

772.80





S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014




C.M. Lakshmi

Company Secretary


Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2014

Company overview

TAKE Solutions Limited (referred to as 'TAKE' or 'the Company') and its subsidiaries provide a wide range of information technology and consultancy

services specifically in two of its major business verticals namely Life Sciences (LS) and Supply Chain Management (SCM). The Company has accelerated

its software product development life cycles along with other services in the LS Segment and also offers a unique combination of services including E-

Business solutions in the SCM segment.

As of March 31, 2014, TAKE Solutions Pte Ltd, owned 57.89% of the Company's equity share capital and has the ability to control its operating and

financial policies. The Company's registered office is in Chennai and it has 20 subsidiaries across the globe.

1. Significant accounting policies

1.1 Basis of preparation of financial statements

The consolidated financial statements of TAKE Solutions Limited and its subsidiaries (The Group) are prepared and presented in accordance with the

Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial

instruments which are measured at fair values. GAAP comprises mandatory Accounting Standards as prescribed by the Companies (Accounting thStandards) Rules, 2006, the provisions of the Companies Act, 1956 read with General Circular No. 15/2013 dated 13 September 2013, issued by the

Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013 and guidelines issued by the Securities and Exchange Board of India

(SEBI). Accounting policies have been consistently applied by the Company and are consistent with those used during the previous year.

The significant accounting policies adopted by the Group are detailed below:

1.2 Principles of Consolidation

The financial statements of the subsidiary companies used for consolidation are drawn up to the same reporting date as of the Company. The

consolidated financial statements have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. All material intercompany transactions, balances and unrealized surpluses and deficits on transactions between group companies are eliminated. Consistency in adoption of accounting policies among all group companies is ensured to the extent practicable. Separate disclosure is made for minority interests.

b) The excess of cost to the Company of its investments in subsidiary companies over its share of equity of the subsidiary companies at the dates on which the investments in subsidiary companies are made, is recognized as 'Goodwill' being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date of investment, is in excess of cost of investment of the Company, it is recognized as 'Capital Reserve' in the consolidated financial statements.

c) Minority interest in the net assets of consolidated subsidiaries consist of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investment.

d) Exchange difference resulting from the difference due to translation of foreign currency assets and liabilities in subsidiaries is disclosed as foreign currency translation reserve.

1.3 Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make

estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based

on management's best knowledge of current events and actions that the Company may undertake in future, actual results ultimately may differ from

those estimates. Any revision to accounting estimates is recognised prospectively in future periods.

1.4 Significant Accounting Policies

The significant accounting policies pertaining to the principal business segments of the Company are set out below and the other policies have been

detailed in the Standalone Financial Statements.

1.5 Revenue Recognition

1.5.1 Software Services & Products

The Contracts between the Company and its customers are either time and material contracts or fixed-price contracts.

a) Revenue from fixed-price contracts is recognised according to the milestones achieved as specified in the contracts on the Proportionate Completion Method based on the work completed. Any anticipated losses expected upon the contract completion are recognized immediately. Changes in job performance, conditions and estimated profitability may result in revisions and corresponding revenues and costs are recognized in the year in which such changes are identified.

b) In respect of time and material contract, revenue is recognized in the year in which the services are provided. Unbilled revenue represents cost and earnings in excess of billings while deferred revenue represents the billing in excess of cost and earnings.

c) Revenue from product sale and licensing arrangements are recognized on delivery and installation.

1.5.2 Sale of IT Infrastructure & Support Services

Income from Sale of IT Infrastructure is recognized upon completion of sale. Income from Support Services is recognized upon rendering of the services.

Income from maintenance contracts relating to the year is recognized when the contracts are entered into on a time proportionate basis.



1.5.3 Revenue from E- Business Solutions

Revenue is recognized when invoices are raised and are accounted net of trade discounts, rebates, taxes and duties.

1.5.4 Other Income

a) Interest income is recognized using time proportion method based on rates implicit in the transaction.

b) Dividend income is recognized when the Company's right to receive dividend is established.

c) Miscellaneous income is recognized on accrual basis.

1.6 Cash Flow Statement

Cash flows are reported using the Indirect Method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any

deferrals or accruals of past or future cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The

cash flows from regular revenue generating, investing and financing activities of the Company are segregated. The Cash flow statement forms part of

the Financial Statements.

Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into Cash and have original maturities of three months or

less from the date of purchase, to be cash equivalents.

1.7 Intangible Assets

Software Product Development Cost

Internally developed software products are valued based on costs directly attributable to the development of such software and allocated indirect cost

and they are capitalized individually once their technical feasibility is established in accordance with the requirements of Accounting Standard 26,

'Intangible Asset'.

Expenses incurred during research phase till the establishment of commercial feasibility is charged off to Statement of Profit and Loss.

Products capitalized are being amortized over a period of three to five years from the launch date and the unamortized product costs as at Balance Sheet

date are shown under Intangible Assets under Fixed Assets separately.

1.8 Foreign Currency Transactions / Translation Reserve

1.8.1 All monetary items denominated in foreign currency are reflected at the closing exchange rates prevailing on the Balance Sheet date, the resultant exchange differences are recognized in the Statement of Profit and Loss. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

1.8.2 Income and Expenditure items involving foreign exchange are translated at the exchange rate prevailing on the dates of transaction.

1.8.3 Exchange differences arising on foreign exchange transactions settled during the year are recognized in the Statement of Profit and Loss for the year.

1.8.4 For the purposes of consolidation the operations of overseas subsidiaries are considered as non-integral in nature and accordingly their assets and liabilities of non-Indian subsidiaries are translated at the period-end exchange rate and income and expenditure items are translated at the average rates during the period. The resultant translation adjustment is reflected as a separate component of Shareholders' funds as 'Foreign currency translation reserve'. Upon dissolution/ disposal of non-Indian subsidiary, the balance in Foreign currency translation reserve in relation to that subsidiary will be transferred to Statement of Profit and Loss.

1.9 Depreciation

Depreciation is provided on a pro-rata basis on the Straight Line Method (SLM) over the estimated useful lives of the assets determined as follows:

1.10 Goodwill

Goodwill arising on consolidation/acquisition of assets is not amortised. It is tested for impairment on a periodic basis and written off, if found impaired.

1.11 Taxation

Tax expenses comprising of both current tax and deferred tax are included in determining the net results for the period.

Deferred tax reflects the effect of timing differences between the assets and liabilities recognized for financial reporting purposes and the amounts

that are recognized for current tax purposes. As a matter of prudence deferred tax assets are recognised and carried forward only to the extent, there is

reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Current tax is determined based on the provisions of the Income Tax Act of the respective countries.

Asset Life (in years)

Computers and Purchased Software

Furniture, Fixtures and Equipment

Automobiles

Leasehold improvements

2-7

1-20

3-10

Period of Lease

1.12 Subsidiary Company Particulars

1.13 Impairment of Assets

At each Balance Sheet date, the Management reviews the carrying amounts of its assets included in each of the cash generating units to determine

whether there is any indication that those assets may be impaired. If such an indication exists, the company estimates the recoverable amount of the

asset. For an asset that does not generate independent cash flows, the recoverable amount is determined for the cash-generating unit to which the

asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash-generating unit to which the asset belongs is less than its

carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the

Statement of Profit and Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the

recoverable amount is reassessed and the asset is reflected at the recoverable amount. An impairment loss is reversed only to the extent that the

carrying amount of the asset does not exceed the net book value that would have been determined if no impairment had been recognized. A sum of

` Nil (` 2.11Mn) has been recognized as Impairment loss for the financial year ended March 31, 2014.

1.14 Provisions, Contingent Liabilities & Contingent Assets

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required

to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based

on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the

current best estimates. Contingent Liabilities are not recognized in the financial statements. A Contingent Asset is neither recognized nor disclosed in

the financial statements.

1.15 Financial Instruments: Recognition and Measurement

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm

commitments and forecasted transactions. The Company designates this hedging instrument as “cash flow hedge” applying the recognition and

measurement principles set out in Accounting Standard 30.

Hedging instrument is initially measured at fair value and is re-measured at subsequent reporting dates. Changes in the fair value of this derivative that

is designated as an effective hedge of future cash flows is recognized directly in shareholders' funds as Hedging Reserve and reclassified into Statement

of Profit and Loss upon the occurrence of hedged transactions. The ineffective portion is recognized immediately in Statement of Profit and Loss as and

when they arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge

accounting. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in shareholders' funds is transferred to

Statement of Profit and Loss for the year. The Loss transferred to Statement of Profit and Loss for the year ended March 31, 2014 is ̀ Nil (` 28.99Mn).

2. Notes on Accounts

2.1 Share Capital

* As per the Guidance Note on Accounting for Employee Share–based payments issued by the Institute of Chartered Accountants of India, shares

allotted to Trust but not transferred to employees is required to be reduced from Share Capital and Reserves. Out of the 2,400,000 equity shares allotted

Name of the Direct SubsidiaryCountry of

Incorporation

APA Engineering Private Limited

TAKE Business Cloud Private Limited

TAKE Solutions Global LLP (Controlled Directly and Indirectly

through one of the subsidiaries)

TAKE Solutions Global Holdings Pte Limited

Proportion of ownership

interest as at

March 31, 2014

Proportion of ownership

interest as at

March 31, 2013

India

India

India

Singapore

58%

100%

100%

100%

58%

100%

100%

100%

ParticularsAs at March 31, 2014 As at March 31, 2013

Authorised

Equity Shares of 1 each

Preference Shares of 10 each

Issued, Subscribed & Paid up

Equity Shares of 1 each

Less: Shares issued and lying with ESOP Trust*

Total

`

`

`

Number ` Mn Number ` Mn

350,000,000

15,000,000

122,400,000

2,400,000

120,000,000

350.00

150.00

122.40

2.40

120.00

350,000,000

15,000,000

122,400,000

2,400,000

120,000,000

350.00

150.00

122.40

2.40

120.00



to the Trust, no shares have been transferred to employees’ upto March 31, 2014. Accordingly, the Company has reduced the Share Capital by the

amount of face value of the equity shares issued to the Trust but not transferred to employees and Securities Premium by the amount of Share Premium

on such shares.

a) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year is as given below:

b) The Company has only one class of shares referred to as equity shares having a par value of ̀ 1 each.

Each holder of the equity share, as reflected in the records of the Company as of the date of the shareholders’ meeting, is entitled to one vote in

respect of each share held for all matters submitted to vote in the shareholders’ meeting.

The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the

shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company

after distribution of all preferential amounts. However, no such preferential amount exists currently. The distribution will be in proportion to the

number of equity shares held by the shareholders.

c) Equity Shareholder holding more than 5 percent of equity shares along with the number of equity shares held at the end of the period is as given below:

*Holding does not exceed 5% as at Balance Sheet Date.

d) The Company has not allotted any fully paid up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the Balance Sheet date.

e) Employee Stock Options

The Company measures the compensation cost relating to employee stock options using the intrinsic value method. The compensation cost is

amortized over vesting period of the option.

Pursuant to Clause 5.3 (f) of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and para 10 of

Employees Stock Option Scheme – 2007 of the company, Remuneration & Compensation Committee is authorized to make a fair and

reasonable adjustment to the number of options and to the exercise price in respect of options granted to the employees under the plan in the

case of Corporate actions such as right issue, bonus issue, merger, etc. The shareholders have in their meeting held on August 22, 2008

approved sub-division of face value of each equity share of ` 10/- into 10 equity shares of ` 1/- each. Accordingly, the number of maximum

options that can be issued under Employees Stock Option Scheme 2007 has been increased to 2,400,000 (2.4 Mn){originally 240,000 (0.24

Mn)} and the exercise price has been reduced in case of Series I to ̀ 73.00 and Series II to ̀ 73.00 per equity share of ̀ 1/- each.

On December 10, 2007, the Company established Employees Stock Option Scheme – 2007 (ESOS – 2007 or scheme). Under the scheme, the

Company is authorized to issue up to 2,400,000 (originally 240,000) equity settled options of ̀ 1/- each (originally ̀ 10/- each) to employees

(including employees of the subsidiary Company). Remuneration & Compensation Committee has been constituted by the Board of Directors

of the Company to administer the Scheme.

ParticularsAs at March 31, 2014 As at March 31, 2013

Shares outstanding at the beginning of the year

Changes during the year

Shares outstanding at the end of the year

Number ` Mn Number ` Mn

120,000,000

-

120,000,000

120.00

-

120.00

120,000,000

-

120,000,000

120.00

-

120.00

SI. No.As at March 31, 2014 As at March 31, 2013

1

2

3

TAKE Solutions Pte Ltd

Shriram Venture Limited

Ashish Dhawan

No. of

Shares held

% of

Holding

No. of

Shares held

% of

Holding

70,856,250

7,866,457

6,524,366

57.89

6.45

5.33

70,856,250

*

6,524,366

57.89

*

5.33

Name of Shareholder

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

ESOS – 2007

Series – I Series – II

1. Grant Price – `

2. Grant Date

3. Vesting commences on

4. Vesting Schedule

5. Option Granted and outstanding at the beginning of the year

6. Option granted during the year

7. Option lapsed and /or withdrawn during the year

8. Option exercised during the year against which shares were allotted

9. Option granted and outstanding at the end of the year of which

- Options vested

- Options yet to vest

73.00

April 02, 2008

April 01, 2009

30% of grant on April 01, 2009,

subsequent 30% of grant on

April 01, 2010 and

balance 40% of

grant on April 01, 2011

30% of grant on May 25, 2009,

subsequent 30% of grant

on May 25, 2010 and

balance 40% of

grant on May 25, 2011

175,500

Nil

17,000

Nil

158,500

---

73.00

May 26, 2008

May 25, 2009

47,500

Nil

Nil

Nil

47,500

---

ParticularsAs at March 31, 2014

` Mn

As at March 31, 2013

` Mn

a. Capital Reserve

Opening Balance

(+) Current Year Transfer

(+) Foreign Exchange Fluctuation

Closing Balance

b. Capital Reserves on Consolidation

Opening Balance


Closing Balance

c. Special Economic Zone Re-Investment Allowance Reserve

Opening Balance


(-) Transfer to Minority Interest

Closing Balance

d. Capital Redemption Reserve as at the beginning and end of the year

e. Securities Premium Reserve

Opening Balance

Less: Shares issued and lying with ESOP Trust

Closing Balance

f. Share Options Outstanding Account

Opening Balance

(-) Written Back in Current Year

Closing Balance

g. Hedging Reserve

Opening Balance


Closing Balance

h. General Reserve

Opening Balance


Closing Balance

i. Foreign Currency Translation Reserve

42.76

1.05

1.55

45.36

10.33

0.99

11.32

2.90

-

-

2.90

49.11

2,130.69

175.56

1,955.13

1.31

0.12

1.19

-

-

-

128.87

17.11

145.98

452.01

40.52

2.03

0.21

42.76

9.84

0.49

10.33

-

5.00

2.10

2.90

49.11

2,130.69

175.56

1,955.13

1.56

0.25

1.31

(24.59)

24.59

-

92.23

36.64

128.87

175.40

Particulars

2.2.Reserves and Surplus

Reserves and Surplus consist of the following:




` Mn


` Mn

j. Surplus (Balance in Statement of Profit and Loss)

Opening balance

(+) Net Profit after Tax transferred from Statement of Profit and Loss

Amount available for appropriations

Appropriations:

(-) Interim Dividend

(-) Final Dividend

(-) Dividend Distribution Tax

(-) Capital Reserve

(-) General Reserve

(-) Other Adjustments - disposal of Investment

(-) SEZ Re-Investment Allowance Reserve - Note 3

Total

1,718.36

580.00

2,298.36

71.78

47.85

20.80

1.05

17.11

222.32

-

1,917.45

4,580.45

1,106.82

794.70

1,901.52

71.78

47.85

19.86

2.03

36.64

-

5.00

1,718.36

4,084.17

The Board of Directors at its meeting held on May 20, 2014 has recommended a final dividend of ` 0.40 per equity share.

Non - Current Liabilities

2.3.Long Term Borrowings

Long Term Borrowings consist of the following:


` Mn


` Mn

(a) Term Loans – Secured

- External Commercial Borrowings

- Other Term Loan from Banks

(b) Long Term Maturities of Finance Lease Obligations – Secured

(c) Deferred Purchase Consideration– Unsecured

d) Others – Unsecured

Total

-

523.32

2.77

49.81

-

575.90

42.25

725.01

10.58

41.57

10.38

829.79

External Commercial Borrowings (ECB) represents the amount borrowed from CITI Bank N.A. and DBS Bank Limited and the same has been pre-

closed during the year.

Other Term Loan from Banks represent the amount borrowed from DBS Bank Limited by TAKE Global Limited, UK and the balance outstanding as

at the date of Balance Sheet is ̀ 868.75 Mn, which has been classified as Current and Non-Current accordingly.

Other Term Loans

DBS Bank Limited

Interest - The rate of interest on the outstanding amount is LIBOR plus 3.9% p.a. In case of any default in the payment of principal or interest,

interest shall be charged at the rate of 2% p.a.over the normal interest rate on the overdue amount from due date up to the date of actual

payment.

Tenure – The repayment of principal has started from March 31, 2012 and shall get discharged completely on December 31, 2015. Repayment of

principal and interest is at quarterly intervals.

Security – Primary security being Corporate Guarantee of TAKE Solutions Limited, India and TAKE Solutions Inc., USA and Collateral security being

Pledge of 25,000 Shares of GBP 1each of TAKE Global Limited, UK.

Finance Lease

Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements.

There is no continuing default in the repayment of the principal and interest amounts for the loans referred above.


2.4. Other Long Term Liabilities

Other Long Term liabilities consist of the following:

2.5. Long Term Provisions

Long Term Provisions consist of the following:

Provision for Employee Benefits includes provision for Gratuity and Other Retirement Benefits.

2.6. Short Term Borrowings

Short Term Borrowings consist of the following:


` Mn


` Mn

Deferred Revenue

Total

15.64

15.64

6.85

6.85


` Mn


` Mn

Provision for Employee Benefits

Total

66.42

66.42

59.09

59.09


` Mn


` Mn

Secured

Loans repayable on demand

From Banks

Unsecured

a) Loans repayable on demand

Loan from Related Party

Total

1,135.00

1,135.00

-

-

0.02

0.02

1,135.02

860.52

860.52

4.50

4.50

0.02

0.02

865.04

(b) Other loans and advances

The loan repayable on demand from banks - secured represents:

Facility NameAmount outstanding

as on March 31, 2014

Packing Credit in Foreign Currency

Line of credit

Revolving credit facility

Interest Security

` 19.95 Mn

` 14.77 Mn

` 748.29 Mn

4 % to 5 % p.a.

3 % to 4 % p.a.

USD LIBOR +

1.4 % p.a.

USD LIBOR +

2 % p.a.

Secured against the current and future movables

Current Assets of respective companies and

guarantees by Holding Company.

There is no default as on the Balance Sheet date in repayment of principal sum and interest for the above referred loans.

Working capital demand loan ` 351.99 Mn

Book debts

Standby Letter of Credit issued by Axis Bank

Limited, Singapore Branch

Standby Letter of Credit issued by Axis Bank

Limited, Singapore Branch



` Mn


` Mn

Trade Payables

Total

569.67

569.67

749.46

749.46

2.7.Trade Payables

Trade Payables consist of the following:


` Mn


` Mn

Current maturities of long-term debt

Current maturities of finance lease obligations

Interest accrued and due on borrowings

Interest accrued but not due on borrowings

Unclaimed dividends

Statutory Payables

Creditors for Capital Goods

Other Payables

Advance received from Customers

Unearned Revenue

Employee Related Liabilities

Total

345.43

8.69

0.17

-

1.45

8.92

1.47

6.38

24.76

357.69

96.55

851.51

258.36

9.11

2.22

2.79

1.30

32.34

4.10

23.88

49.72

325.45

78.05

787.32

2.8. Other Current Liabilities

Other Current Liabilities consist of the following:


` Mn


` Mn

(a) Employee benefits

(b) Others

Proposed final dividend on equity shares

Provision for Taxes

Tax on dividend

Total

3.56

47.85

87.97

8.32

147.70

4.44

47.85

117.14

7.94

177.37

2.9. Short Term Provisions

Short Term Provisions consist of the following:


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NOTE

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3,9

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75

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5.6

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49

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38

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33

5.9

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`




` Mn


` Mn

a. Security Deposits

Unsecured, considered good

b. Other loans and advances


Interest Receivable

Prepaid Expenses

Deferred Finance Charges

Others Advances

Capital Advances

AMT credit entitlement

Total

2.11.Long Term Loans and Advances

Long Term Loans and Advances consist of the following:


` Mn


` Mn

Other Receivables


2.12. Other Non – Current Assets

Other Non- Current Assets consist of the following:

-

-

14.97

14.97

Current Assets

2.13.Current Investments

Current Investments consist of the following:


` Mn


` Mn

(a) Investments in Mutual Funds

(b) Investments in Debentures

Total

1.50

500.00

501.50

1.60

500.00

501.60

Aggregate amount of unquoted investments 501.50 501.60

Details of Current Investments

S.

No.

Partly

Paid /

Fully

paid

Basis of

ValuationParticulars Subsidiary /

Associate

/ JV/ Controlled

Entity / Others

No. of Shares /

Units

Quoted /

Unquoted

Amount

(` Mn)

2014 2013 2014 2013

Investments in Mutual Funds

(i) Birla Mid Cap Fund

(ii) Franklin India Prima Fund

(iii) TATA Purity Equity Fund

(iv) Fidelity Mutual Fund

Investments in Debentures

Investment in Non Convertible

Debentures issued by Shriram

Equipment Finance Company Limited

Total

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)

(a)

(b)

Others

Others

Others

Others

Others

12,771

3,426

13,633

-

500

12,771

3,426

13,633

15,493

500

Unquoted

Unquoted

Unquoted

Unquoted

Unquoted

Fully Paid

Fully Paid

Fully Paid

Fully Paid

Fully Paid

0.50

0.50

0.50

-

500.00

501.50

0.50

0.50

0.50

0.10

500.00

501.60

At cost price

At cost price

At cost price

At cost price

At cost price

0.68

2.01

-

10.13

1.93

10.60

25.35

55.59

5.00

2.15

0.60

10.13

1.24

-

19.12

46.90

30.24

30.24

27.28

27.28


Particulars

Debts outstanding for a period exceeding six months


Unsecured, considered doubtful

Less: Provision for Doubtful Debts

Other debts


Unsecured, considered doubtful

Less: Provision for Doubtful Debts

Total

2.15. Trade Receivables

Trade Receivables consist of the following:

2.14. Inventories

Inventories consist of the following:

Inventories are carried at the lower of cost and net realizable value.


` Mn


` Mn

Stock-in-trade (Valued at cost price)

Total

172.38

172.38

154.68

154.68

Particulars

Balance with banks*

Cash on hand

Total

*Balance with bank includes

Earmarked balances - unclaimed dividend accounts

Bank deposits with more than 12 months maturity

Margin money deposit

Deposits against guarantees

2.16. Cash and Cash Equivalents

Cash and Cash Equivalents consist of the following:


` Mn


` Mn

38.75

7.63

(7.63)

38.75

2,194.18

-

-

2,194.18

2,232.93

21.56

6.54

(6.54)

21.56

2,224.25

0.24

(0.24)

2,224.25

2,245.81


` Mn


` Mn

771.75

1.05

772.80

1.45

23.89

21.00

3.24

759.63

1.15

760.78

1.30

38.47

11.00

7.30

2.17. Short – Term Loans and Advances

Short – Term Loans and Advances consist of the following :


` Mn


` Mn

Others


Prepaid expenses

Interest receivable

Advance to employees

Advance to suppliers

Advance – Others

Advances Tax (including refunds receivable, net)

Other Taxes receivable

Deferred Finance Charges

Unbilled Receivables

Total

74.40

44.02

14.63

34.46

460.65

166.54

11.69

0.82

288.63

1,095.84

1,095.84

62.21

38.97

14.18

18.67

389.47

185.63

17.67

1.65

186.23

914.68

914.68



2.18. Other Current Assets

Other Current Assets consist of the following:


` Mn


` Mn

Other Advances

Total

0.30

0.30

24.65

24.65

2.19. Revenue from Operations

Revenue from Operations consist of the following:

ParticularsFor the year ended March 31, 2014

` Mn

For the year ended March 31, 2013

` Mn

Income from Software Services and Products

Income from E-Business Solutions

Income from Sale of IT Infrastructure and Support Services

Total

6,124.41

1,971.17

59.82

8,155.40

6,707.92

1,476.24

135.56

8,319.72

2.20. Other Income, (Net)

Other Income, (Net) consist of the following:


` Mn


` Mn

Interest Income

Profit on Sale of Investments

Net gain on foreign currency transactions and translation

Dividend Income

Other non-operating income (net of expenses directly

attributable to such income)

Total

50.32

4.06

0.20

0.09

6.84

61.51

49.60

-

11.34

-

5.50

66.44

2.21. Cost of Revenue

Cost of Revenue consists of the following :


` Mn


` Mn

Software Consultancy and Services Cost

Cost of E-Business Solutions Expenses

Cost of IT Infrastructure & Support Services

Total

966.77

1,511.07

57.24

2,535.08

1,376.22

1,148.35

120.62

2,645.19

2.22. Employee Benefit Expenses

Employee Benefit Expenses consist of the following:


` Mn


` Mn

Salaries and incentives

Contributions to provident fund and other

employee benefit scheme

Gratuity and other retirement benefits

Expense on employee stock option scheme (ESOP)

Staff welfare expenses

Total

2,109.57

99.73

19.75

(0.13)

36.28

2,265.20

2,114.62

82.58

22.35

(0.25)

30.10

2,249.40


2.23. Finance Costs

Finance Costs consist of the following:


` Mn


` Mn

Interest expense

Other borrowing costs

Exchange difference arising on foreign currency

borrowings

Total

76.36

47.64

13.69

137.69

103.48

18.78

21.57

143.83

2.24. Other Expenses

Other Expenses consist of the following:


` Mn


` Mn

Audit Fees

Bad Debts and Provision for Doubtful Debts

Charity (CSR)

Commission and brokerage

Communication expenses

Electricity charges

Legal and Professional Charges

Loss on derivative contracts

Loss on sale of assets

Insurance

Marketing expenses

Meeting and Conference

Office expenses

Printing and Stationery

Rent

Rates and Taxes

Repair and Maintenance – Building

Repair and Maintenance - Plant and Machinery

Repair and Maintenance – Others

Travelling and Conveyance

Other Expenses

Total

20.38

1.77

2.37

287.38

128.39

30.00

201.20

-

0.21

20.87

432.72

44.53

92.46

9.21

169.40

11.56

6.19

98.08

48.67

254.38

22.76

1,882.53

18.24

5.23

1.66

292.67

114.58

26.56

190.71

28.99

0.56

17.90

419.29

39.56

86.88

7.97

154.73

18.85

5.73

90.75

49.18

220.21

20.81

1,811.06

OTHER DISCLOUSRES

3. Disposal of subsidiaryDuring the last quarter of the Financial Year, the Company through its wholly owned subsidiary has sold its entire investment in step subsidiary

company CMNK Computer Systems Pte Ltd, Singapore. The financial results till date of disposal and the excess of sale consideration over the

carrying value of assets less liabilities on the date of disposal of subsidiary have been considered in the statement of profit and loss and the

retained earnings post disposal of subsidiary have been adjusted accordingly.

4. Segment ReportingThe Company has identified business segments as its primary segment and geographic segments as its secondary segment.

The Company has identified Software Services & Products, E – Business Solutions and Others. Geographical segment information is disclosed

based on the location of customers.

Revenue and Expenses that are directly identifiable with the Segments have been disclosed accordingly. Certain Income and Expenses which are

not specifically allocable to individual segments have been disclosed as “Unallocated Corporate Income” and “Unallocated Corporate Expenses”

respectively.

The assets of the Company are used interchangeably between segments and the management believes that it is currently not practical to provide

segment disclosures relating to total assets and liabilities since a meaningful segregation is not possible.



ParticularsSoftware Products &

Consultancy ServicesTotal

REVENUE

Segment Result

Unallocated Corporate Income

Unallocated Corporate Expenses

Operating profit

Interest Expenses

Income Taxes

Net Profit before Minority Interest

Minority Interest

Net Profit after Minority Interest

E- Business

SolutionsOthers

PRIMARY SEGMENT INFORMATION

Business Segments

6,124.41

(6,707.93)

2,555.67

(2,846.59)

8,155.40

(8,319.72)

2,958.94

(3,184.08)

61.51

(66.44)

2,255.19

(2,033.75)

765.26

(1,216.77)

137.69

(143.83)

9.98

(181.89)

617.59

(891.05)

37.59

(96.35)

580.00

(794.70)

` Mn

Previous year figures are shown in Italics in brackets

Particulars For the Year Ended March 31, 2014

Asia Pacific

USA

Rest of the World

Total Revenue

SECONDARY SEGMENT INFORMATION

Geographic Segment

2,825.03

4,880.19

450.18

8,155.40

3,036.70

4,708.96

574.06

8,319.72

` Mn

For the Year Ended March 31, 2013

1,971.17

(1,476.24)

400.68

(322.56)

59.82

(135.55)

2.59

(14.93)

5. Related Party Disclosure

Related party Disclosure for the year ended March 31, 2014

List of Related parties

Holding Company

TAKE Solutions Pte Ltd, Singapore

Subsidiaries (held directly)

1.APA Engineering Private Limited, India

2.TAKE Business Cloud Private Limited, India

3.TAKE Solutions Global Holdings Pte Ltd, Singapore



4.RPC Power India Private Limited, India (by virtue of control over composition of Board of Directors)

5.TOWELL – TAKE Investments LLC, Sultanate of Oman

6.TOWELL-TAKE Solutions LLC, Sultanate of Oman

7.TAKE Solutions MEA Limited, UAE

8.Mirnah Technology Systems Limited, Saudi Arabia

9.Applied Clinical Intelligence, LLC, USA

10.TAKE Enterprise Services Inc, USA

11.TAKE Intellectual Properties Management Inc, USA

12.TAKE Solutions Information Systems Pte Ltd, Singapore

13.TAKE Solutions Inc, USA

14.TAKE Supply ChainDeMexicoS De RI Cv, Mexico

15.TAKE Global Limited, UK

16.WCI Consulting Limited, UK

17.WCI Consulting Limited, USA

18.TAKE 10 Solutions Private Limited, India

19.Million Star Technologies Limited, Mauritius

20.CMNK Computer Systems Pte Ltd, Singapore (ceased w.e.f. 21 March 2014)

21.WCI Consulting Group Limited, UK (ceased w.e.f. 25 May 2013)


22.TAKE Solutions Global LLP, India

Key Management Personnel

1.Mr. Srinivasan H.R., Vice Chairman & Managing Director

2.Mr. D.V. Ravi, Non–Executive Director

3.Mr. Ram Yeleswarapu, Non–Executive Director

Other Related Party

1. TAKE Solutions Limited ESOP Trust, India- the trust is effectively controlled by the Company.

2.W J Towell & Co. LLC , Sultanate of Oman, Joint Venture Partner

3.DRP Consultants Private Limited – Enterprise in which KMP is interested

4.Shriram Venture Limited - Enterprise in which KMP is interested

5.Aasheesha Hospitality Services & Holdings Private Limited-Enterprise in which KMP is interested



Transactions with Related Parties

ParticularsKey Management

Personnel

Other Related

Parties

Revenue

Interest – Expenditure

Managerial Remuneration

Managerial Remuneration ( Non-Executive Directors)

– paid by subsidiary

Commission ( Independent Directors)

Payables – Closing Balance

Receivables – Closing Balance

0.23

(-)

0.26

(0.30)

0.48

` Mn

Holding

Company

(7.00)

7.53

(5.09)

Previous year figures are shown in Italics in Brackets

Dividend paid to Holding Company ` 70.86 Mn (`113.37 Mn).

6. Leases

6.1.Obligation under Finance Lease: (` Mn)

Minimum Lease Payments As at March 31, 2014 As at March 31, 2013

Not later than one year

Later than one year but not later than five years

Later than five years

7.79

2.63

Nil

9.10

10.58

Nil

Present value of Minimum lease payment: (` Mn)

Total rent expenses for finance leases amounted to ` 1.64 Mn (` 1.48 Mn) for the year ended March 31, 2014.





6.89

2.52

Nil

7.42

9.67

Nil

6.2. Obligation under Non-cancellable operating lease: (` Mn)

Total rent expenses for operating leases amounted to ` 106.50 Mn (` 84.09Mn) for the year ended March 31, 2014.





83.75

152.03

14.37

89.62

139.27

2.66

7. Earnings Per Share Basic Earnings Per Share and Diluted Earnings Per Share are calculated by dividing the Net Profit After Tax for the year attributable to the Equity

Shareholders by the Weighted Average number of Equity Shares outstanding during the year. As per the guidance note issued in January 2005 on

Accounting for Employee Share Based Payments by the Institute of Chartered Accountants of India, 2,400,000 (2,400,000) weighted average

number of shares held by the TAKE Solutions ESOP trust have been reduced from the equity shares outstanding for computing basic and diluted

earnings per share for the year ended March 31, 2014.

-

19.94

1.80

(7.14)

(18.00)

(1.80)


Particulars For the year ended March 31, 2014 For the year ended March 31, 2013

Basic

1. Opening No. of Shares

2. Closing No. of Shares

3. Weighted Average No. of Shares

4. Profit Available for Equity Share Holders (` in Mn.)

5. EPS (in `)

6. Nominal Value of share (in `)

120,000,000

120,000,000

120,000,000

580.00

4.83

1.00

120,000,000

120,000,000

120,000,000

794.70

6.62

1.00

8. Contingent Liabilities:

(a) Claims against the company not acknowledged as debts:

(i) Claims against the company not acknowledged as debts represent demands from the Indian Income Tax Authorities for the payment

of additional tax of ̀ 116.74 Mn (` 34.85 Mn), including interest of ̀ 87.59 Mn upon completion of their tax review for Assessment

Years 2005 -06 to 2011-12. These income tax demands are mainly on account of disallowance of in-house product development

expenses for the AYs 2005-06 to 2010-11 and also on account of disallowance of deduction claimed U/s. 10A for the AYs 2006-07

and 2007-08. Further for AY 2006-07 demand was also raised on account of including the profits earned by foreign subsidiaries in the

Company's taxable profits. For the AYs 2006-07 and 2007-08, the appeal is pending before Commissioner of Income Tax (Appeals),

Chennai and in Honorable High Court of Judicature at Madras. For the AY 2008-09, the matter is pending before Honorable High

Court of Judicature at Madras.For the AYs 2009-10 and 2010-11, the appeal is pending before Commissioner of Income Tax

(Appeals), Chennai. The Company is contesting the demand and the Management including its tax advisors believes that its position

will likely be upheld in the appellate process concerned. The management believes that the ultimate outcome of these proceedings

will not have a material adverse effect on the Company's financial position and results of operations.

(ii) The Company has received a revised order for the AYs 2002-03 and 2003-04 from Assistant Commissioner of Income Tax disallowing

the software product expenses claimed by the Company as revenue expenditure and instead allowing the same as a capital

expenditure with consequential depreciation and thereby reducing the benefit of carrying forward of losses by ` 23.69 Mn to the

subsequent assessment years. However, no demand has been raised for the said assessment year. The Company has filed an appeal

with the Honorable High Court of Judicature at Madras against the order of ACIT. The Management believes that the ultimate

outcome of the proceeding will not have a material adverse effect on the Company's financial position and results of operation and

hence, no adjustment has been made to the financial statements for the year ended March 31, 2014.

(b) The Subsidiary Company (APA Engineering Private Limited) has received demand from Income Tax Authorities for payment of additional tax

of ̀ 12.97 Mn upon completion of their tax assessments for the AYs 2006-07, 2007-08, 2008-09 and 2009-10. The tax demands are mainly

on account of disallowance of deduction claimed by the Company under Section 10A of the Income Tax Act. The Company has filed appeals

for the above financial years with the appellate authorities and the matter is pending before the Commissioner of Income Tax, Chennai. The

management believes that the Company is hopeful of succeeding the same.

(c) Bank Guarantees given by the associate party of TAKE Group as at March 31, 2014: ̀ 0.33 Mn (` 0.35 Mn)

(d) Outstanding bank guarantees: ̀ 10 Mn (` 10 Mn)

9. Comparative Figures

Corresponding figures for previous year presented have been regrouped, where necessary, to conform to the current year's classification.



Firm Registration No : 004201S

S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014




C.M. Lakshmi

Company Secretary


Diluted

1. Weighted average number potential Equity Shares

2. Profit available for potential Equity Shareholders (` Mn)

3. EPS `

4. Nominal value of share (in `)

(in )

120,206,000

580.00

4.83

1.00

120,223,000

794.70

6.61

1.00


INDEPENDENT AUDITORS REPORT’ Independent Auditors' Report on Abridged Financial Statements

To the Members of TAKE Solutions Limited

stThe accompanying abridged financial statements, which comprise the abridged Balance Sheet as at 31 March 2014, the abridged Statement of Profit

and Loss, and the abridged Cash Flow Statement for the year then ended, and related notes, are derived from the audited financial statements of TAKE stSolutions Limited ('the Company') for the year ended 31 March 2014. We expressed an unmodified audit opinion on those financial statements in our

threport dated 20 May 2014.

The abridged financial statements do not contain all the disclosures required by the Accounting Standards referred to in sub-section (3C) of Section 211 th of the Companies Act, 1956 ('the Act') read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in

respect of Section 133 of the Companies Act, 2013 [applied in the preparation of the audited financial statements of the Company]. Reading the

abridged financials statements, therefore, is not a substitute for reading the audited financial statements of the Company.

Management's Responsibility for the Abridged Financial Statements

Management is responsible for the preparation of a summary of the audited financial statements, in accordance with Rule 7A of the Companies

(Central Government's) General Rules and Forms, 1956 read with Companies (Central Government's) General Rules and Forms (Amendment) Rules, st2012 and are based on the audited financial statements for the year ended 31 March 2014, prepared in accordance with accounting principles

generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ('the Act') thread with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,

2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the abridged financial statements based on our procedures, which were conducted in accordance with the

Standard on Auditing (SA) 810, 'Engagements to Report on Summary Financial Statements' issued by the Institute of Chartered Accountants of India.

Opinion

In our opinion, the abridged financial statements, prepared in accordance with Rule 7A of the Companies (Central Government's) General Rules and

Forms, 1956 read with Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2012 are derived from the audited financial ststatements of the Company for the year ended 31 March 2014 and are a fair summary of those financial statements.




S. Sridhar

Partner

Membership No. 025504

Place: Chennai

Date: May 20, 2014

INDEPENDENT AUDITORS REPORT’ Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003

(“the Order”), as amended, issued by the Central Government

of India in terms of sub-section (4A) of section 227 of the Act,

we give in the Annexure a statement on the matters specified in

paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations

which to the best of our knowledge and belief were

necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law

have been kept by the Company so far as appears from our

examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash

Flow Statement dealt with by this Report are in agreement

with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and

Loss and Cash Flow Statement comply with the Accounting

Standards referred to in sub-section (3C) of section 211 of

the Companies Act, 1956 read with the General Circular th 15/2013 dated 13 September 2013 of the Ministry of

Corporate Affairs in respect of Section 133 of the

Companies Act, 2013; and

e. on the basis of written representations received from the stdirectors as on 31 March 2014, and taken on record by the

Board of Directors, none of the directors is disqualified as on st31 March 2014, from being appointed as a director in

terms of clause (g) of sub-section (1) of section 274 of the

Companies Act, 1956.

To the Members of TAKE Solutions Limited

Report on the Financial Statements

We have audited the accompanying financial statements of TAKE

Solutions Limited ("the Company") which comprise the Balance stSheet as at 31 March 2014, the Statement of Profit and Loss and

the Cash Flow Statement for the year then ended and a summary of

significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial

statements that give a true and fair view of the financial position,

financial performance and cash flows of the Company in

accordance with the Accounting Standards referred to in sub-

section (3C) of section 211 of the Companies Act, 1956 (“the Act”) thread with the General Circular 15/2013 dated 13 September 2013

of the Ministry of Corporate Affairs in respect of Section 133 of the

Companies Act, 2013. This responsibility includes the design,

implementation and maintenance of internal control relevant to the

preparation and presentation of the financial statements that give a

true and fair view and are free from material misstatement, whether

due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in

accordance with the Standards on Auditing issued by the Institute of

Chartered Accountants of India. Those Standards require that we

comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor's judgment, including

the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the

Company's preparation and fair presentation of the financial

statements in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the entity's internal control. An audit

also includes evaluating the appropriateness of accounting policies

used and the reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation of the

financial statements.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to

the explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a

true and fair view in conformity with the accounting principles

generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the stCompany as at 31 March 2014;

(ii) in the case of the Statement of Profit and Loss, of the profit

for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows

for the year ended on that date.




S. Sridhar

Partner

Membership No.025504

Place: Chennai

Date: May 20, 2014

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT


fixed assets and for the sale of goods and services. During the

course of audit, no major weakness has been observed in the

internal control system.

(v) a) In our opinion and according to the information and

explanations given to us, the particulars of contracts or

arrangements referred to in section 301 of the Act have

been entered in the register required to be maintained

under that section.

b) In our opinion and according to the information and

explanations given to us, the transactions made in

pursuance of contracts and arrangements referred to in

V(a) above and exceeding the value of ` 5 lakhs with

any party during the year have been made at prices

which are reasonable having regard to the prevailing

market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

Accordingly, paragraph 4(vi) of the Order is not applicable.

(vii) The Company has an adequate internal audit system,

commensurate with the size and nature of the business.

(viii) Maintenance of cost records has not been prescribed for the

Company by the Central Government under section 209(1) (d)

of the Companies Act, 1956 for any of the services rendered

by the Company. Accordingly, paragraph 4(viii) of the Order is

not applicable.

(ix) a) According to the information and explanations given to

us and on the basis of our examination of the records of

the company, amounts deducted /accrued in the books

of account in respect of undisputed statutory dues

including Provident Fund, Income Tax, Sales Tax, Wealth

Tax, Service Tax, Customs Duty and other material

statutory dues have been regularly deposited during the

year by the company with the appropriate authorities.

b) According to the information and explanations given to

us and the books and records examined by us, there are

no undisputed amounts payable in respect of Provident

Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax and

other material statutory dues were in arrears as at March

31, 2014, for a period of more than six months from the

date they became payable.

c) According to the information and explanations given to

us, there are no dues of Income Tax, Sales Tax, Wealth

Tax, Service Tax, Customs Duty and Cess, which have not

been deposited with the appropriate authorities on

account of any dispute except for the following dues

under Income Tax Act:

(i) Demand Notice from the Indian Income Tax Authorities

for the payment of additional tax of ` 116.74 Mn

(` 34.85 Mn), including interest of ̀ 87.59 Mn has been

received upon completion of their tax review for

Assessment Years 2005 -06 to 2011-12. These income

tax demands are mainly on account of disallowance of

in-house product development expenses for the AYs

2005-06 to 2010-11 and also on account of

disallowance of deduction claimed U/s. 10A for the AYs

2006-07 and 2007-08. Further for AY 2006-07 demand

was also raised on account of including the profits

earned by foreign subsidiaries in the Company's taxable

profits. For the AYs 2006-07 and 2007-08, the appeal is

pending before Commissioner of Income Tax (Appeals),

Chennai and in Honourable High Court of Judicature at

Madras. For the AY 2008-09, the matter is pending

before Honourable High Court of Judicature at Madras.

The Annexure referred to in our report to the members of stTAKE Solutions Limited ('the Company') for the year ended 31

March, 2014.

We report that:

(i) a) The Company has maintained proper records to show

full particulars, including quantitative details and

situation of fixed assets.

b) The assets have been physically verified by the

management at periodic intervals, which in our opinion,

is reasonable having regard to the size of the Company

and the nature of its assets. No material discrepancies

have been noticed on such verification.

c) The company has not disposed off substantial part of its

fixed assets, which will affect the going concern status

of the company.

(ii) a) The Stock of traded goods of the Company has been

physically verified at periodic intervals during the year by

the management. In our opinion, the frequency of such

verification is adequate.

b) In our opinion, and according to the information and

explanations given to us, the procedures for physical

verification of inventories followed by the management

are reasonable and adequate in relation to the size of

the Company and the nature of its business.

c) In our opinion, the company has maintained proper

records of inventory .The discrepancies noticed between

the physical stocks as verified and the book records were

not material and have been properly dealt with in the

books of account.

(iii) a) During the year, the Company has not granted any

unsecured loan/advances to companies, firms or other

parties listed in the register maintained under Section

301 of the Companies Act, 1956. At the year end, the

amount outstanding against the loans granted to two

subsidiary body corporates aggregated to ` 65.60 Mn.

The maximum balance outstanding during the year was

` 122.95 Mn.

b) The rate of interest and other terms and conditions of

such loans are, in our opinion, prima facie not prejudicial

to the interests of the Company.

c) In the case of loan granted to the body coporates listed

in the register maintained under Section 301 of the Act,

the terms of arrangement stipulate repayment

schedule, however, the due date for repayment of

principal along with interest accrued has not fallen

during the financial year. Accordingly, paragraph 4(iii)(c)

of the Order is not applicable to the Company in respect

of repayment of the principal amount.

d) There are no overdue amounts and hence the provisions

of sub-clause (d) of clause 4(iii) of CARO are not

applicable to the Company.

e) The company has not taken any loans, secured or

unsecured from companies, firms or other parties

covered in the register maintained under Section 301 of

the Companies Act, 1956. Accordingly paragraphs 4(iii)

(e) to 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and

explanations given to us, there is an adequate internal control

system commensurate with the size of the company and the

nature of its business with regard to purchase of inventory and

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT(xv) According to the information and explanations given to us,

the Company has given guarantee for loans taken by

subsidiaries to the extent of ` 4,115.79 Mn from banks or

financial institutions and the terms and conditions whereof

are not prejudicial to the interest of the company.

(xvi) During the year, the company has not taken any term loan

from financial institutions and banks and hence paragraph

4(xvi) of the Order is not applicable.

(xvii) On the basis of our examination of the Balance Sheet of the

Company and according to the information and explanations

given to us, in our opinion, funds raised on short-term basis

have not been used for long-term investment and vice versa.

(xviii) The company has not made any preferential allotment of

shares to parties and companies covered in the Register

maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

Accordingly paragraph 4(xix) of the Order is not applicable.

(xx) The company has not raised any money by issue of shares to

public during the year. Accordingly paragraph 4(xx) of the

Order is not applicable.

(xxi) According to the information and explanations given to us, no

material fraud on or by the company has been noticed or

reported during the year under audit.

For the AYs 2009-10 and 2010-11, the appeal is

pending before Commissioner of Income Tax (Appeals),

Chennai.

(ii) The Company has received a revised order for the AYs

2002-03 and 2003-04 from Assistant Commissioner of

Income Tax disallowing the software product expenses

claimed by the Company as revenue expenditure and

instead allowing the same as a capital expenditure with

consequential depreciation and thereby reducing the

benefit of carrying forward of losses by ` 23.69 Mn to

the subsequent assessment years. However, no demand

has been raised for the said assessment year. The

Company has filed an appeal with the Honourable High

Court of Judicature at Madras against the order of ACIT.

st (x) The Financial statements of the Company as at 31 March

2014 do not show any accumulated losses. The Company has

not incurred any cash losses during the financial year covered

by our audit and in the immediate preceding financial year.

Accordingly, paragraph 4(x) of the Order is not applicable.

(xi) According to the records of the Company examined by us and

the information and explanations given to us by the

Management, the Company has not defaulted in repayment

of dues with respect to loans taken from any financial

institutions and banks as at Balance Sheet date.

(xii) Based on our examination and according to the information

and explanations given to us, the company has not granted

loans and advances based on security by way of pledge of

shares, debentures and other securities. Accordingly,

paragraph 4(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and

explanations given to us, the Company is not a chit fund/

nidhi/ mutual benefit fund/society. Accordingly, paragraph

4(xiii) of the Order is not applicable.

(xiv) According to the information and explanations given to us,

the Company is not dealing or trading in shares, securities,

debentures and other investments. Accordingly, paragraph

4(xiv) of the Order is not applicable.




S. Sridhar

Partner

Membership No.025504

Place: Chennai

Date: May 20, 2014

ABRIDGED BALANCE SHEET


PARTICULARS

Equity and Liabilities

Shareholders' Funds

(a) Paid-up share capital

Equity Capital

(b) Reserves and surplus

(i) Capital reserve

(ii) Capital redemption reserve

(iii) Securities premium reserve

(iv) Stock option outstanding

(v) General reserve

(vi) Surplus

Non Current Liabilities

(a) Long-term borrowings

(b) Deferred tax liabilities (net)

(c) Long-term provisions

Current Liabilities

(a) Trade payables

(b) Other current liabilities

(c) Short-term provisions

TOTAL OF (1) TO (3)

Assets

Non Current Assets

(a) Fixed Assets

(i) Tangible assets (original cost less depreciation)

(ii) Intangible assets (original cost less amortization)

(b) Non-current investments

(c) Deferred tax assets (net)

(d) Long-term loans and advances

Current Assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances

TOTAL OF (1) TO (2)

I

1

2

3

II

1

2

Abridged Balance Sheet as at

` Mn

March 31, 2013March 31, 2014

Statement containing salient features of Balance Sheet as per Section 219(1)(b)(iv) of the Companies Act, 1956

120.00

36.25

49.11

1,955.13

1.31

128.73

879.65

42.25

11.87

13.73

24.06

154.89

84.32

3,501.30

12.70

61.62

2,343.82

-

128.79

260.00

0.41

65.38

79.39

549.19

3,501.30





S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014




C.M. Lakshmi

Company Secretary

120.00

36.25

49.11

1,955.13

1.18

145.84

893.21

-

-

5.82

35.39

14.55

78.98

3,335.46

11.48

9.02

2,343.82

0.50

14.12

500.00

0.02

25.92

42.40

388.18

3,335.46

Note: Complete Balance Sheet, Statement of Profit and Loss, other statements and notes thereto prepared as per the requirements of Schedule VI

to the Companies Act, 1956 are available on the Company's website, www.takesolutions.com

ABRIDGED PROFIT AND LOSS

PARTICULARS

I.

II.

III.

IV.

V.

VI.

VII.

VIII.

Abridged Statement of Profit and Loss for the year ended

` Mn, except per share data

March 31, 2013March 31, 2014

Statement containing salient features of Statement of Profit and Loss as per Section 219(1)(b)(iv) of the Companies Act, 1956





S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014




C.M. Lakshmi

Company Secretary

Revenue from operations

a) Income from Software Services and Products

b) Income from sale of IT Infrastructure and Support Services

c) Other Operating Income

Other income

a) Share of Profit from TAKE Solutions Global LLP

b) Other Non-Operating Income

TOTAL

Expenses

Cost of Revenue

Employee benefit expenses

Finance costs

Depreciation and amortization expense

Other expenses

TOTAL

Profit Before Tax ( III - IV )

Provision For Taxation

a) Current Tax

b) Deferred Tax

Profit for the Year ( V - VI)

Earnings per Equity Share

Equity shares of par value ` 1/- each

Basic

Diluted

Number of shares used in computing earnings per share

Basic

Diluted

202.32

57.36

0.47

260.15

151.98

69.90

221.88

482.03

84.09

62.52

23.36

53.79

77.74

301.50

180.53

21.81

(12.38)

171.10

1.43

1.42

120,000,000

120,206,000

270.40

24.75

-

295.15

335.11

76.67

411.78

706.93

40.44

98.06

41.09

45.88

98.50

323.97

382.96

27.69

(11.17)

366.44

3.05

3.05

120,000,000

120,223,000


ABRIDGED CASH FLOW STATEMENT

PARTICULARS

1. Cash flows from / (used in) operating activities

2. Cash flows from / (used in) investing activities

3. Cash flows from / (used in) financing activities

4. Net increase / (decrease) in cash and cash equivalents

5. Cash and cash equivalents at the beginning of the year

6. Cash and cash equivalents at the end of the year

7. Margin money deposit

8. Unclaimed dividend

9. Cash and cash equivalents as per Balance Sheet

Abridged Cash Flow Statement for the year ended

` Mn

March 31, 2013March 31, 2014

369.83

(187.01)

(229.97)

(47.15)

67.10

19.95

21.00

1.45

42.40

488.91

48.91

(519.38)

18.44

48.66

67.10

11.00

1.29

79.39





S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014




C.M. Lakshmi

Company Secretary

NOTES FORMING PART OF ABRIDGED FINANCIAL STATEMENTS

Notes forming part of Abridged Financial Statements for the year ended March 31, 2014

1. Company overviewTAKE Solutions Limited (referred to as ‘TAKE’ or ‘the Company’) and its subsidiaries provide a wide range of information technology and consultancy

services specifically in two of its major business verticals namely Life Sciences (LS) and Supply Chain Management (SCM). The Company has accelerated

its software product development life cycles along with other services in the LS Segment and also offers a unique combination of services including E-

Business solutions in the SCM segment.

As of March 31, 2014, TAKE Solutions Pte. Ltd, owned 57.89% of the Company’s equity share capital and has the ability to control its operating and

financial policies. The Company’s registered office is in Chennai and it has 20 subsidiaries across the globe.

The abridged financial statements have been prepared pursuant to Rule 7A of the Companies (Central Government’s) General Rules and Forms, 1956

and are based on the annual accounts for the year ended March 31, 2014.

2. Notes forming part of the Abridged Financial StatementsAmounts in the abridged financial statements are presented in ̀ Mn, except for per share data and as otherwise stated.

Explanation to the abridged financial statements

(a) The previous year figures have been regrouped/reclassified, wherever necessary, to confirm to the current presentation.

(b) The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost

convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory

Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 thread with General Circular No.15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133

of the Companies Act, 2013 and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been

consistently applied by the Company and are consistent with those used during the previous year.

(Note 1.1 in the Notes forming part of the annual standalone financial statements).

3. Contingent Liabilities

Claims against the company not acknowledge as debts

(i) Claims against the company not acknowledged as debts represent demands from the Indian Income Tax Authorities for the payment of additional

tax of ̀ 116.74 Mn ( ̀ 34.85 Mn), including interest of ̀ 87.59 Mn upon completion of their tax review for Assessment Years 2005-06 to 2011-

12. These income tax demands are mainly on account of disallowance of in-house product development expenses for the AYs 2005-06 to 2010-

11 and also on account of disallowance of deduction claimed U/s. 10A for the AYs 2006-07 and 2007-08. Further for AY 2006-07 demand was

also raised on account of including the profits earned by foreign subsidiaries in the Company’s taxable profits. For the AYs 2006-07 and 2007-08,

the appeal is pending before Commissioner of Income Tax (Appeals), Chennai and in Honorable High Court of Judicature at Madras. For the AY

2008-09, the matter is pending before Honorable High Court of Judicature at Madras. For the AYs 2009-10 and 2010-11, the appeal is pending

before Commissioner of Income Tax (Appeals), Chennai. The Company is contesting the demand and the Management including its tax advisors

believes that its position will likely be upheld in the appellate process concerned. The management believes that the ultimate outcome of these

proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

(ii) The Company has received a revised order for the AYs 2002-03 and 2003-04 from Assistant Commissioner of Income Tax disallowing the

software product expenses claimed by the Company as revenue expenditure and instead allowing the same as a capital expenditure with

consequential depreciation and thereby reducing the benefit of carrying forward of losses by ` 23.69 Mn to the subsequent assessment years.

ParticularsAs at

March 31, 2014

As at

March 31, 2013

Corporate guarantee given by the Company to its direct and indirect subsidiaries –

a) APA Engineering Private Limited, India

b) TAKE Global Ltd, UK

c) CMNK Computer Systems Pte Ltd, Singapore

d) TAKE Global Holdings Pte Ltd, Singapore

Claims against the Company, not acknowledged as debts.

Corporate guarantee given by the Company to its Limited Liability Partnership -

TAKE Solutions Global LLP

Outstanding Bank Guarantees

` 20.00 Mn

USD 21.50 Mn

USD Nil

USD 43.75 Mn

` 116.74 Mn

` 10.00 Mn

` 20.00 Mn

USD 23.50 Mn

USD 2.20 Mn

USD 43.75 Mn

` 60.00 Mn &

USD 2.00 Mn

` 200.00 Mn &

USD 2.00 Mn

` 34.85 Mn

` 10.00 Mn


However, no demand has been raised for the said assessment year. The Company has filed an appeal with the Honorable High Court of Judicature

at Madras against the order of ACIT. The Management believes that the ultimate outcome of the proceeding will not have a material adverse

effect on the Company’s financial position and results of operation and hence, no adjustment has been made to the financial statements for the

year ended March 31, 2014.


4. Dividend

The Board, in its meeting on November 11, 2013, declared an interim dividend of ` 0.30 per equity share and on January 31 2014 declared second

interim dividend of ̀ 0.30 per equity share. Further the Board in its meeting on May 20, 2014, proposed a final dividend of ̀ 0.40 per equity share. The

proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total amount appropriated for the same for the year

ended March 31, 2014 is ̀ 140.43 Mn ( ̀ 139.49 Mn) including corporate dividend tax of ̀ 20.80 Mn ( ̀ 19.86 Mn).


5. Cash and cash equivalents

6. Related Party Disclosure &Transactions


` Mn


` Mn

Balances with bank in current and deposit accounts *

Cash on hand

Total

* includes (a) unpaid dividend

(b) margin money deposit against guarantees

42.28

0.12

42.40

1.45

21.00

79.15

0.24

79.39

1.29

11.00


Holding Company

TAKE Solutions Pte Ltd, Singapore

Subsidiaries (held directly)

1.APA Engineering Private Limited, India

2.TAKE Business Cloud Private Limited, India

3.TAKE Solutions Global Holdings Pte Ltd, Singapore


4.RPC Power India Private Limited, India (by virtue of control over composition of Board of Directors)

5.TOWELL – TAKE Investments LLC, Sultanate of Oman

6.TOWELL-TAKE Solutions LLC, Sultanate of Oman

7.TAKE Solutions MEA Limited, UAE

8.Mirnah Technology Systems Limited, Saudi Arabia

9.Applied Clinical Intelligence, LLC, USA

10.TAKE Enterprise Services Inc, USA

11.TAKE Intellectual Properties Management Inc, USA

12.TAKE Solutions Information Systems Pte Ltd, Singapore

13.TAKE Solutions Inc, USA

14.TAKE Supply ChainDeMexicoS De RI Cv, Mexico

15.TAKE Global Limited, UK

16.WCI Consulting Limited, UK

17.WCI Consulting Limited, USA

(a) List of related parties

NOTES FORMING PART OF ABRIDGED FINANCIAL STATEMENTS NOTES FORMING PART OF ABRIDGED FINANCIAL STATEMENTS

18.TAKE 10 Solutions Private Limited, India

19.Million Star Technologies Limited, Mauritius

st20.CMNK Computer Systems Pte Ltd, Singapore (ceased w.e.f. 21 March 2014)

th21.WCI Consulting Group Limited, UK (ceased w.e.f. 25 May 2013)


22.TAKE Solutions Global LLP, India.

Key Management Personnel

1.Mr. Srinivasan H.R., Vice Chairman & Managing Director

2.Mr. D.V. Ravi, Non–Executive Director

Other Related Party

1. TAKE Solutions Limited ESOP Trust, India- the trust is effectively controlled by the company.

Enterprises Controlled by Key Management Personnel

1.DRP Consultants Private Limited

2.Shriram Venture Limited

3.Aasheesha Hospitality Services & Holdings Private Limited

b) The details of amounts due to or due from Related Parties as at March 31, 2014 and March 31, 2013 are as follows:

(c) The details of the Related Party Transactions entered into by the Company for the years ended March 31, 2014 and March 31, 2013

are as follows:

Particulars

Particulars





Trade Receivables – Subsidiaries

Trade Payables – Subsidiaries

Loans and Advances Receivable from Subsidiaries & LLP

Loans and Advances Payable to Subsidiaries

Share of Profit from LLP – Receivables

Revenue – Subsidiaries & LLP

Interest income – Subsidiaries

Rent income – Subsidiaries

Share of profit – LLP

Cost of revenue – Subsidiaries

Dividend paid to Holding Company

Repayment of loan by Subsidiaries & LLP

21.84

20.18

70.98

2.94

164.03

29.22

8.96

0.01

151.98

18.86

70.86

458.48

11.49

10.41

119.81

2.71

421.71

68.51

25.14

0.06

335.11

8.99

113.37

321.52

` Mn

` Mn


d) Transactions with Key Management Personnel

Particulars of remuneration and other benefits paid to Managing Director, Non-Executive Directors and Independent Directors for the years

ended March 31, 2014 and March 31, 2013 are as follows:


Remuneration to Managing Director

Commission to Independent Directors

-

1.80

7.14

1.80

` Mn


NOTES FORMING PART OF ABRIDGED FINANCIAL STATEMENTS 7. Dues to Micro, Small and Medium Enterprises

The Company has no dues to micro, small and medium enterprises as at March 31, 2014 and March 31, 2013.


8. Segment Reporting

The Company has identified Business Segment as its Primary segment and Geographic segment as its Secondary segment. The Company has identified

Software Services & Products and Sale of IT Infrastructure & Support Services as the reportable business segment of the Company for the year.

Geographical segment information is disclosed based on the location of customers.

Revenues and Expenses that are directly identifiable with the Segments have been disclosed accordingly. Certain Income and Expenses which are not

specifically allocable to individual segments have been disclosed as “Unallocated Corporate Income” and “Unallocated Corporate Expenses”

respectively.

The assets of the Company are used interchangeably between segments and the management believes that it is currently not practical to provide

segment disclosures relating to total assets and liabilities since a meaningful segregation is not possible.

Secondary Segment Information (Geographic Segment):


India

USA

Rest of the world

Total

227.43

25.65

7.07

260.15

225.81

60.67

8.67

295.15

` Mn

ParticularsSoftware Services

& ProductsTotal

Revenue

Segment Result

Unallocated Corporate Income

Unallocated Corporate Expenses

Interest Expense

Tax Expense

Net Profit after Tax Expense

Sale of IT Infrastructure &

Support Services

PRIMARY SEGMENT INFORMATION

Business Segments

` Mn

Previous year figures are shown in Italics in brackets.




Firm Registration No.: 004201S

S.Sridhar

Partner


Place : Chennai

Date : May 20, 2014




C.M. Lakshmi

Company Secretary

202.79

(270.40)

57.26

(52.11)

57.36

(24.75)

1.97

(0.96)

260.15

(295.15)

59.23

(53.07)

221.88

(411.78)

77.22

(40.80)

23.36

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9.43

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171.10

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-14

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